Nocturnus lay motionless on Apple Bloom’s bed, his little heart beating in his ears like drums in a marching band as he gazed dumbly at the ceiling. Little twitches poked their way through his legs his wings lay sprawled out on either side of him. In between his hindlegs, his cock lay inside of Apple Bloom’s snatch, not exactly hard but not totally soft either, covered in a mixture of arousing juices, some he himself he had just ejaculated. As dazed and lust addled as he was in the mind, his sharp ears were still able to pick up the sound of Scootaloo sweetly conversing with him, while Apple Bloom lay atop the thestral colt. The farm filly had her head resting in his chest, being just as exhausted as he was, but feeling quite good at the moment. Upon hearing what Scootaloo said next, his eyes snapped open, his energy returning just enough to allow him to snap his head over to her.

“Wait, hold on a second Scootaloo,” He said, blinking a couple of times. “Did I hear you say what I thought you said?”

“Oh yes, I did my little Nocty~.” Scootaloo nodded with a wink. “It’s time that Apple Bloom experiences double the pleasure~.”

“Double th’ pleasure?” Apple Bloom asked, looking from Nocturnus and then Scootaloo. “What’re ya talkin’ ‘bout Scoots?”

Scootaloo smiled slyly at Apple Bloom greatly anticipating what was going to happen next. “Let me ask you something, Apple Bloom. You’ve played with sex toys, right?”

“Uh…y-yeah?” Apple Bloom asked, taken aback by how easily the question came out from one of her shyest mist timid friends. “Why do you ask?”

“This is why,” Scootaloo replied. “Have you ever tried taking two dildos at the same time?” She reached out and gently probed at her tail hole. “As in, take a dildo both in your pussy and in your ass?”

Apple Bloom paused. “O-oh… well, um… s-sometimes.” She said hesitantly, yet unabashedly. “I usually just take ‘em in mah pussy… b-but occasionally in mah ass. Ah do it kind o’ slowly though since mah ass is tighter than mah pussy.”

“Good, you should take it slow, because it’s all the more painful if you rush it.” Scootaloo nodded in approval. “It is best if you do that anyway. That way you can make your anal walls and the muscles in them more flexible and be able to handle large cocks.” She lowered herself so she was at eye level with Apple Bloom. “What I really wanna know is… have you handled anything Nocturnus’s size?”

Apple Bloom glanced down at the cock still buried inside of her inner walls, clenching them a bit to get another feel of them. Paying no attention to the squeak Nocturnus gave, Apple Bloom cleared her throat and said, “Well, yeah, but not a whole lot…mainly because Ah don’t like the feel of them. At least not the dildos. They’re cold, hard, and real rubber in a way that Ah really don’t like. So Ah haven’t really been focusin’ on gettin’ ready for any anal…unlike mah Ma.”

“I see…well, let me ask you this,” Scootaloo said, her eyes becoming half-lidded. “How do you feel if Nocturnus were to take you with two cocks instead of one?”

Apple Bloom blinked, not saying anything for a good fifteen seconds before she asked, “What?”

“You heard me Apple Bloom~.” Scootaloo chuckled, getting even closer. “We’re gonna have Nocturnus fuck you in both your pussy and your ass…at the same time~.”

“At the same…time?” Apple Bloom asked, trying to grasp what Scootaloo had said. “Not that Ah’m callin’ ya dumb or anythin’, but…how’re ya goin’ t’ do that?”

Scootaloo just smirked at Apple Bloom. “Let him off of you and you’ll see.”

Still confused, but curious as to what her friend had in mind, Apple Bloom rolled off of Nocturnus, moaning when she felt his cock slowly exit her cunt. A wet pop was heard as Apple Bloom flopped onto her back, shivering when she felt Nocturnus’s sperm flow out of her like whipped cream on a birthday cake. Scootaloo smiled at the sizable load, wanting to get a taste of it, but not wanting to waste any more time. She looked over at Nocturnus and nodded, who nodded back to her as he grunted and sat up on Apple Bloom’s bed.

“Alright, Apple Bloom. I’m about to show you something that you’ve probably never seen before,” Nocturnus said, moving about the bed so he could sit in front of her. “I’m just gonna warn you though, what you’re about to see might freak you out.”

“What’s that?” Apple Bloom asked, her curiosity growing. “What’re you going to do?”

“Well… something that’s going to make you think that there’s another species of an animal somewhere inside of me,” Nocturnus replied hesitantly. “Of course, I’m already a mixture of the two other species, so it may not be all that surprising, but still… be prepared.”

Closing his eyes, the blue aura that appeared around Nocturnus since his Hearth’s Warming Night with Scootaloo came again. It traveled down to his genitals, where the aura seemed to glow the most like how it did the first time. Apple Bloom watched as it began to get hard again and twitch, pulling and stretching before her eyes. Then, something else began to poke out from under it, something that was the same as the cock she was seeing right now. When it appeared, Apple Bloom found her jaw-dropping in the same way Scootaloo’s did when she first saw it.

“N-no…way…!” She gasped once she managed to speak. “Y-you…you have two o’ them?!”

“I knew that’d be your reaction.” Scootaloo giggled, patting Apple Bloom on the head. “I know how you feel. Trust me. I had the same feelings as you did when I first saw them. Just… not exactly as not-composed as you are right now.”

“H-how th’ hell is this possible?!” Apple Bloom stammered. “Ah… Ah’ve never seen anythin’ like this b’fore!” She looked up at a Nocturnus as if he had suddenly turned into a vampire. “How are ya able t’ do this?!”

“It’s…not really something that I can really explain,” Nocturnus replied nervously, rubbing the back of her head. “My dad explained to me that it’s something that his family branch can do with just a simple amplification of magic. I guess it has to do with the fact that since we can turn into draconic ponies and full-on dragons, we have the ability to grow more than one appendage in our genital area.”

“Really?” Apple Bloom looked back down at the twin cocks, one hoof reaching out to poke at the second one. “Huh…Ah guess it explains why Spike has two dicks instead o’ one.”

Scootaloo bit back a snort of laughter. “Well, he is a full-blown dragon. He doesn’t have to worry about using his magic to make twin cocks appear. Because, well, he already has them to begin with~.”

“Yeah, that’s true.” Apple Bloom said, chuckling a bit. “So what’re ya plannin’ t’ do with these?”

“Well, you know how you said that you occasionally liked to shove dildos up your ass?” Nocturnus asked softly. “Well, we were thinkin’ since I have two cocks right now, maybe, um… we could-”

“You want to take me in mah pussy an’ mah ass?” Apple Bloom finished rather bluntly for him before Sheton could. “Or, in another sense, you want to double fuck me?”

“U-um… yes,” Nocturnus said, looking adorably bashful as he poked his forehooves together. “If… if that’s alright with you.”

Apple Bloom fidgeted on the bed for a moment, feeling her pussy and ass clench a bit when she began thinking about being taken in two holes at the same time. In all honesty, she was a bit nervous about what it would feel like to be taken in two holes simultaneously. It was one thing to be taken in two holes each, as her mother had told her and as she had read in the porn magazines. It was another thing entirely to be taken in two holes at once, minus the fact that the appendages are real penises instead of dildos. She had already felt full enough taking Nocturnus’s cock in her pussy, which felt incredible. Apple Bloom could only imagine what it was like to take it in her ass… while another was inside of her already well-fucked pussy. As nervous as she was about it, she was having fun so far, and sex could lead to mysterious things. Things that were as mysterious as they were pleasurable, which made it even more incredible.

‘Well, it’s not like Ah’m not really prepared fer it.’ Apple Bloom thought. ‘I have those bottles o’ lube that Ma got me fer when Ah have my first time. So that should make taken Nocturnus’s other cock in mah ass easier… plus, they hadn’t stirred me wrong yet ‘bout all o’ this. So Ah suppose Ah could give it a try.’

“Sure sugarcube. It’s alright with me. If ya wanna take me an’ both holes, then feel free.” Apple Bloom said as she sat up. “Jus’…lemme get ya prepared.” She looked over at Scootaloo. “Hey Scoots, can ya go into mah drawer over there? Ah have a bottle o’ lube that Ah wanna try.”

“Oh of course!” Scootaloo chirped, all but bounding towards the drawer and yanking it open. She reached down with a hoof and pulled out a bottle with a clear liquid. She tossed it over to Apple Bloom and let her catch it in her hooves before the farm filly opened it and poured some of it on her hooves.

“Alright, stay still Nocturnus. This won’t hurt, Ah promise.” Apple Bloom commanded softly, reaching out with her forehooves. Nocturnus flinched as she began to rube the lube all alone his second cock, the feeling of the lube making it throb and pulse. He hissed as the lube was rubbed all along the second cock, feeling his arousal begin to spike.

“Holy shit…” Nocturnus gasped as he struggled to keep himself calm. “That stuff made me even more aroused than before…”

“What lube doesn’t?” Scootaloo asked amusedly, playing with her mane. “I’d be surprised if it didn’t make you want to fuck a filly more. Even more so since you’re a bat pony and all…”

“Y-yeah, that’s true…” Nocturnus chuckled as Apple Bloom pulled her hooves away. “S-so Apple Bloom, are you gonna ride me like you did the last t-time?”

Apple Bloom shook her head, her mane swaying back and forth. “Nuh-uh, not this time. That does sound pretty temptin’, but mah legs an’ hips ‘r pretty tuckered out. So…” She rolled over onto her back, spreading her legs wide, showing her cum-filled pussy and leaking teats. “Ah’m gonna let you take the lead this time.”

Nocturnus smiled. “Alright then, we can go with that if you want.” He moved over so he was hovering over her, positioning both cocks in her holes. “Just gonna warn you though, I tend to go pretty wild when Scootaloo and I try something like this. So, don’t surprise me if I decide to go a little rough on you~.”

Apple Bloom opened her mouth to speak again, to probably give him some extra reassurance, but it turned into a gasp. A gasp that came from Nocturnus entering in her two holes at the same time, feeling it come from her ass the most. Unlike with Scootaloo, Nocturnus was able to slide into Apple Bloom’s ass more easily, becoming fully hilted in her before they both realized it. Nocturnus groaned loudly, burying his face in Apple Bloom’s chest as he held her close, while Apple Bloom closed her forelegs around his head. Scootaloo watched with bated breath, feeling herself become wet again upon seeing her best friend getting double penetrated by her coltfriend.

“Ah…s-shit! T-this is amazin’!” Apple Bloom gasped, struggling to breathe. “Ah feel even more stuffed t-then when Ah did b’fore!”

“Well of course you do~.” Scootaloo cooed sweetly. “That’s what happens when you take two cock at the same time~. For me, it just makes it feel even more wonderful. And it looks like it’s the same for you.”

Apple Bloom nodded, gritting her teeth. “I-it really is… Ah can feel ‘em both pulsin’ in mah ass an’ in mah pussy. It feels so good…!”

“You bet it does AB…!” Nocturnus growled, pulling his head up to look at her. “And it’s about to get even better!”

Without hesitation, Nocturnus began to mercilessly thrust in and out of Apple Bloom’s abused pussy and tight asshole. The sudden force of the movement caused a squeal to leave Apple Bloom’s mouth, a squeal that Nocturnus swiftly silenced with a kiss. His tongue shot into her mouth like an arrow lodging into a target circle, licking every corner of her mouth. A shudder went down Apple Bloom’s spine at this act, and she returned the favor by exploring Nocturnus's own mouth with her own tongue. Grunts and groans escaped their mouths as their lips mashed and wrapped around one another’s tongues tasting their lips and learning what they tasted like.

Nocturnus could feel the taste of apples on his tongue, with slight crispiness that reminded him of apple pie. As for Apple Bloom, she tasted the sweet juice of various fruits, along with the slightly tangy taste of something else that she couldn’t quite discern. It suddenly hit Apple Bloom that Nocturnus may have had something meaty this morning. It did make sense since bat ponies were said to be carnivores, which was true in about every single since. It was still a pretty unusual thing for her to taste, not that she’d ever say that out loud.

Apple Bloom then felt a gentle tap on her head, and she looked up to see Scootaloo hovering over her blushing face. Or rather, her dripping vagina was hovering over her face, her teats slightly obscuring her face as they leaked with milk. Her nostrils flared when the scent of her friend’s precious flower hit her nose, like a bull’s hoof slamming into her muzzle. It didn’t take her even a second for her to know what her friend wanted her to do next.

“Yer a lil’ frustrated ain’t ya Scoots?” She asked in between pants as Nocturnus continued to pound her. “Ya want me t’ help ya find some relief?”

“Y-yes… please!” Scootaloo begged, her polite side kicking in at the last second. “Ravage me, Apple Bloom! Drink me like I’m a glass of apple juice!”

Apple Bloom let out a burst of laughter; or would have had Scootaloo not sat on her face at that moment, covering her entire muzzle in her pussy. Apple Bloom wasted no time in sticking her tongue in and eating her friend out, curious as to how she tasted. She was taken by complete surprise at the sudden burst of flavor that washed over her tongue, much like Nocturnus’s own cock. One that was just as strong as Scootaloo’s sexual arousal and musk, thus encouraging her to lick even deeper. Scootaloo whimpered in relief as pleasure jolted through her like volts of electricity pulsing through her body. She spread her legs a bit wider, wanting Apple Bloom to taste as much of her as she liked while her colt friend rutted her in both holes.

“Your tongue feels so good inside of me! It’s going so hard and rough in my walls!” Scootaloo gasped, gritting her teeth as she ground against Apple Bloom’s face. “You’re really is drinking me like I’m a cup of applejuice! Oh goodness, please don’t stop Apple Bloom!”

‘Don’t need t’ tell me twice Scoots!’ Apple Bloom thought giddily, kissing, and licking Scootaloo’s lower lips. ‘Ah’m feelin’ way too damn good t’ stop now!’

Apple Bloom wasn’t the only one who was feeling amazing and neither was Scootaloo. Nocturnus himself felt like he was on another level of pleasure as he fucked Apple Bloom. She felt tight enough in her pussy when he took her virginity, despite how large he was. Her ass was another thing altogether, gripping his second cock in a way that just made him want to blow his load the moment he entered. It was only thanks to the experience he gained with the countless sessions with Scootaloo that was managing to keep himself together. It didn’t help he was fucking both holes at the same time, heightening the pleasure to levels most other stallions could only dream of.

‘Dammit! Both of her holes feel tight around my cocks!’ He thought, pulling his face from Apple Bloom’s chest fluff. ‘It feels just like I fuck Scootaloo in her ass and pussy at the same time, only tighter and warmer! I wonder if all farm fillies feel like this!’

Blinking the moistness out of his eyes, Nocturnus found himself getting an eyeful of his fillyfriend’s large breasts. He watched as the ample and round mounds bounced up and down with her grinds, the milk flowing from the erect pink nipples and onto Apple Bloom’s mouth and neck. Nocturnus then found himself getting a serious thought, only now feeling how dry his mouth felt. Knowing his fillyfriend wouldn’t mind, he leaned in and latched onto one of her teats, taking the nipple and sucking hard. One of his hooves went to the other teat and squeezed it, milk squirting out and staining his fur.

“Ah, yes, yes! That’s it Nocturnus! Suck on me! Suck from your Mommy Loo-Loo!” She gasped, staring down at her coltfriend as he fed on her. “Drink as much of me as you like! Fill your little tummy with her delicious nectar!”

Nocturnus’s blue feline eyes traveled up to look into the lust-filled one of Scootaloo, pure love gleaming from behind the lust. Even with his mouthful of her breast and milk, he did his best to smile up at her, doing the little nose twitch she liked so much. Taking his mouth from her right breast, he let his tongue roll out, gesturing with a hoof as he squeezed her other breast a bit. A moment passed, before Scootaloo understood, and, while a smile, she grabbed her teats and mushed them together. She bit her lip as her milk squirted out of her erect nipples, flying into Nocturnus's open mouth as he gulped it down. Low moans of pleasure left Scootaloo as she felt her milk continued to spray out of her, giggles coming afterward as she watched Nocturnus lap it up. To his credit, he managed to keep his thrusts into Apple Bloom stead, even as he focused on being fed by his fillyfriend. Something that Scootaloo was finding increasingly adorable and loving with each passing second.

It went on like this for the next couple of minutes, with Apple Bloom getting rutted by Nocturnus, while she did her best to eat out Scootaloo. All while the two lovers went at her and each other at the same time. Any sign or feeling of nervousness and apprehension was gone, with Apple Bloom no longer feeling it herself. If there were any more awkwardness and timidity, she had at the prospect of having a threesome with her friends, it was completely forgotten. All she felt was a wonderful mind-numbing pleasure that washed away all negative feelings she may have had at the moment. A pleasure that she didn’t think she could ever feel at any time of her life, that would soon come to a crescendo with a final act.

“Oh…o-oh Selene!” Nocturnus panted loudly, pulling his lips away from Scootaloo’s breasts. “I’m cumming girls!”

“M-me too love! Me too!” Scootaloo cried, snorting hard as she ground even harder on Apple Bloom’s face. She looked down at Apple Bloom’s quivering body, seeing her hindlegs wrapped around his waist. “I-it looks like Apple Bloom’s going to cum too!”

“I know! I can feel her insides pulsing!” Nocturnus nodded, hugging Apple Bloom close to him. “Come on girls! Let’s all come together!”

Apple Bloom, obviously, couldn’t reply, but her forelegs tightening around Nocturnus’s waist let them know she had heard them. With newfound strength, Scootaloo and Sheton poured all that they had left in this round, while Apple Bloom increased her licking and hip motions. The two lovers then shared a kiss, just like how Apple Bloom did with Scootaloo; theirs far more passionate than with Apple Bloom’s. Their moans filled Apple Bloom’s ears like music from an orchestra and it drove her to pleasure her friends even more, along with increasing her own. With each passing second, their orgasms drew closer, building up like helium filling a balloon as they reached an unbearable peak. Then, with one final lick, thrust, and grind, all three teenagers came, the timing nearing complete perfection.

Nocturnus and Scootaloo broke their kiss to allow their screams to leave their mouths, with Apple Bloom’s own screams being muffled by the former. Scootaloo’s juices drenched Apple Bloom’s entire muzzle and face with the farm filly’s coated Nocturnus’s cock. The sudden feeling of Apple Bloom’s cum on his first cock made him cum, with the second one following thanks to the kiss. Searing hot cum flooded into Apple Bloom’s pussy and ass, filling them to a point where they seemed to overflow onto the bed. Apple Bloom’s body shook so much that it was like she was going into cardiac arrest, her hindlegs kicking out violently. Tears poked at the corners of her eyes as her body rocked with pleasure so powerful that it was almost painful. It went on for the longest half-minute of her life, one that she didn’t want to end. Yet it did, along with the high her two friends felt as they were slowly brought back to reality.

Scootaloo sighed dreamily as she fell onto her side again, letting her tired body collapse onto the ground so she could recover. Nocturnus remained where he was, laying on top of Apple Bloom as the last few loads of cum pumped into her. With a final spurt, he sighed and let his body relax while it was still on cloud nine. Apple Bloom simply lay still, no making a sound as her body was warmed by the sperm sloshing inside of her. She then felt Nocturnus shift on top of her, and as she looked up at him, she felt him kiss her lightly on her lips. Weakly, Apple Bloom returned the kiss, a hoof stroking his mane and hat as they did a little tongue kiss, before breaking away.

“Yer a real good kisser.” Apple Bloom murmured softly, smiling a little. “Ya know that?”

“What can I say? I learned from the best.” Nocturnus shrugged. “Just like how I learned how good it is to feel my cock around an ass as tight as yours.”

“Yeah, Ah bet that felt really nice.” Apple Bloom snorted, lightly cuffing Nocturnus on his nose. “An’ Ah could say th’ same t’ you too…mah ass felt really good when you were massagin’ it.”

“I bet it did, but probably not as good as when I filled you like an apple pie,” Nocturnus said back, giggling when Apple Bloom smacked him on his chest. “Speaking of which, I wanna see jus’ how much of you I filled~.”

Before Apple Bloom could stop him, she felt Nocturnus get off of her before pulling out of both her holes at the same time. She gasped as a squelching sound went into her ears, followed by the feeling of the cold air hitting her loins. Apple Bloom panted a bit when she felt her belly deflate a bit, the cum rushing out of her and landing in a small puddle on her tail’s base. Looking up, she saw Nocturnus looking down at her sacred area, a blush burning on his face. Feeling a bit playful, Apple Bloom lifted her hindlegs until they were at her shoulders, slipping her forehooves in between as she used them to rub at her love button.

“Heh, it looks like ya filled me up pretty good Nocturnus ~.” She cooed, her tongue running across her upper lip as her cheeks blossomed red. “Ah bet ya feel real proud o’ yourself huh?”

“He should.” Scootaloo’s soft voice answered for Nocturnus as she sat up. “I mean look at you Apple Bloom~. You feel so full…you look like an adorable little mommy who’s about to have her first foals, while still craving for her stallion to fuck him~.”

“Well…she was wanting me to fuck her, so your half right there, Loo-Loo.” Nocturnus shrugged to himself. “But I do agree, she does look cute with such a big belly~. And I am already wanting to plow her again even though she’s not pregnant.”

Apple Bloom giggled, twiddling with her forehooves. “Aww, you guys, yer makin’ me blush~.” She said as she let her hindlegs fall back down. “You keep this up Ah may just pass out from embarrassment~.”

“Oh, we just can’t help it, Apple Bloom! You look so adorable like this~! Even if you’re so full of my Nocty’s cum~!” Scootaloo gushed, hugging Apple Bloom from behind. “All compliments aside, I think you may very well pass out by the final round…but, not in a bad way~.”

Apple Bloom looked up at Scootaloo confusedly. “What…what’re we gonna do in the final round?”

“Well…” Nocturnus said grinning ferally as he moved back a bit. “I had you take both of my cocks at the same time~. But now, I’m gonna have Scootaloo join in this final round because I’m gonna fuck both of you at once~!”

Scootaloo’s ears perked when she heard what her coltfriend suggested. “Really?! You’re gonna fuck me along with Apple Bloom too?!”

“Uh-huh, I sure am!” Nocturnus smirked, his heart fluttering at his fillyfriend’s giddy expression. “I have plenty of energy left to go for the next round! And I wanna use what I have left of it to screw both of you right into this bed!”

“Okay, so, wait a minute…” Apple Bloom said, holding a hoof up. “You’re gonna plow both of our fields with only two cocks? No offense Nocturnus, but…how’re you gonna make that work?”

“I wasn’t gonna fuck you two in both your pussies and your asses.” Nocturnus corrected amusedly, shaking his head. “I may be able to summon two cocks at once, but even I know that won’t be enough to rut both of you in your holes. No, I’m just gonna stick with your foal holes.”

Apple Bloom winced, feeling the urge to facehoof herself. “Right, stupid question, Ah’m sorry. Ah must o’ had a brain fart or somethin’.”

“No, no. It’s okay.” Scootaloo cut in. “After how good you felt in our last session, it’s not surprising that you’re not exactly thinking clearly. That can happen a lot when you’re in such high states of euphoria…or pleasure, to put it simply.”

“Uh-huh… that’s the thing about sex~.” Nocturnus giggled. “It can make you feel as dumb as it does make you feel good. I certainly felt that combination a number of times when I and Scootaloo went at it.”

“You sure did~,” Scootaloo said sweetly, pecking her coltfriend on his cheek. “And you’re about to feel it even more before the days end~.”

Apple Bloom suddenly grew nervous. “How’s that gonna turn out?”

Scootaloo merely smiled wider, grabbing Apple Bloom and gently pulling her onto her side. The winged filly lay down on her back, taking the farm filly in her embrace and pulling her on top of her, caring not for the semen that covered her. She shifted her right hindleg over Apple Bloom’s left while letting her left go under Apple Bloom’s left, holding her close against her. Reaching out with one of her hooves, Scootaloo pulled Apple Bloom’s tail to the side along with her’s, allowing Nocturnus to see their sandwiched pussies.

“How is it going to turn out you say?” Scootaloo asked, smirking deviously at her friend. “Well, why don’t we find out my dear little apple~?” She looked over Apple Bloom’s shoulder at her coltfriend, puckering her lips out at him. “ Nocturnus, would you do the honors?”

“I’d be happy too Loo-Loo~,” Nocturnus replied, moving into position as he pressed both cock against the filly’s holes. “I hope you’re ready Apple Bloom, cause you and Scootaloo are about to really be filled~!”

Apple Bloom grinned back, shaking her cum-flowing rump at the bat pony colt. “Well then, go and feel us up Nocturnus~. Fill us up with as much o’ yer fertilizer as ya like~.”

“Please, give us all of it! Every single drop~!” Scootaloo begged, giving Nocturnus her best puppy dog eyes. “Don’t stop until I’m ready to pop~! Keep on filling me and don’t you dare stop!”

“Alright then my little fillies,” Nocturnus smirked, chuckling a bit at Scootaloo’s rhyming. “Take me~!”

With as much power as his hips would allow, Nocturnus jammed his two cocks into the fillies like he was trying to drive two nails simultaneously into a wooden plank. Both fillies gasped and squealed as the massive rods of meat-filled them beyond the usual cock. Their cum-filled and glistening wet pussies acted as an extra lubricant for the colt, allowing him to slide in easily. Scootaloo and Apple Bloom hugged each other tightly, pleasuring coursing through them as their pussies clenched on Sheton’s cocks like an anaconda strangling a capybara in a swamp.

“O-oh Faust! You feel as wonderful as you always had~!” Scootaloo cried, her eyes squeezing out tears as she shut them tightly. “No! I-it feels like you’ve gotten even bigger now!”

“S-same here…!” Apple Bloom groaned lowly. “You also feel bigger in me with all o’ yer fertilizer inside o’ me!”

“I bet I do girls~.” Nocturnus chuckled, resting himself atop Apple Bloom’s back. “And I’m about to get even bigger~!”

Wrapping his hooves around Apple Bloom’s swollen barrel, Nocturnus proceeded to rock his hips back and forth, driving his cocks to the base into the fillies. Wet smacking sounds could be heard echoing around the room as his balls slapped against their soaking slits. The creaking of the bed was mixed in with Apple Bloom and Scootaloo’s moans as they relaxed on the bed, letting Nocturnus drill them into it. The fillies’ forelegs roamed up and down one another, feeling the softness of each other’s fur as their hearts pounded hard against their chests.

“Ah, shit, you two feel so amazing!” Nocturnus gasped, resting his chin against Apple Bloom’s shoulder. “I never thought that taking two pussies at the same time would feel so amazing! I can feel you guys squeezing down hard on me!”

“I-I know…I can feel how large you are inside of my pussy~!” Scootaloo panted. “It feels just as wonderful as your second cock~!”

Apple Bloom gasped and whimpered as she felt Nocturnus’s hips smack against her rump. “A-Ah know! Ah can feel his tip press against mah womb! It’s like it's wantin’ t’ fill it with cum!”

“Oh, you better believe it does AB~!” Nocturnus smirked, huskily whispering the words into the earth filly’s ear. “And your precious womb is about to get even more of it!”

Anything that Apple Bloom was going to say was turned into wails and cries as Nocturnus jackhammered into her and Scootaloo at once. The latter of which was squealing like crazy as her eyes rolled back, saliva drooling from her mouth as Nocturnus’s cock destroyed her pussy. Her mine was frying like pancakes on a pan as pleasure burned into it like a match lighting wood. As she looked at Apple Bloom, she could see just by her expression that she was feeling just as amazed, if her flopping mouth and drool was any indication.

“Oh, Apple Bloom. You sweet little thing~.” Scootaloo cooed taking the other filly’s face in her forelegs. “You can’t take all of this bliss can you~?”

Apple Bloom sucked in a breath, doing her best to focus on Scootaloo. “N-no! Ah can’t! Ah just can’t…i-it’s too much! Ah don’t know how much more of this Ah can take!”

“Don’t worry, it’ll be over soon~. Just hold on a little longer~.” Scootaloo said soothingly, running her hoof along Apple Bloom’s cheek. “Here, I’ll make it a little easier for you~.”

With no warning given, Scootaloo stuck her tongue into Apple Bloom’s mouth, letting her lips close around her friends in a tender kiss. Apple Bloom instinctively kissed back, letting her tongue coil around Scootaloo’s like a snake in a tree and lock their lips against one another. Lips smacking joined in with the creaking of the bed and the moans the trio made as they continued to engage in their blissful threesome.

The kissing of the two fillies seemed to give Nocturnus another burst of strength because his thrusts suddenly got even faster. Unlike the last time, he was able to see them kiss, and it drove him into a state of wildness he didn’t know he had. The fillies moaned even louder into each other’s mouths at his increased thrusting, their inner walls getting rubbed harder and with more vigor by the monstrous cocks pulsing inside of them. He felt his lower back and his legs aching, screaming at him to relax, but he ignored it, feeling too wonderful to even register it. And it was about to get even more wonderful for them all.

“Girls… I can feel it! I’m going to cum!” Nocturnus cried, gritting his teeth as he did his best not to let his fangs pierce Apple Bloom’s shoulder. “Dammit, I’m gonna cum inside both of you!”

Upon hearing this, Apple Bloom tore her lips away from Scootaloo, looking at him with eyes that begged and pleaded. “Inside o’ me! Ah want it in me! Pump yer hot sticky fertilizer inside of my abused cunt!”

“M-me too!” Scootaloo squealed, tears now freely flowing from her eyes. “Cum inside of me Nocty! Blow it all inside of my pussy!”

Nocturnus needed no further prompting, pouring the last remaining energy into pounding the two fillies with all his might. Apple Bloom and Scootaloo’s moans turned into screams and wails as they held each other tighter than ever. They once again began making out as their eyes streamed with tears, ones of joy instead of pain as they felt themselves reach the end as well. It grew closer and closer, building stronger and stronger as the foals prepared for their biggest most powerful climaxes that day. Finally, after one last powerful thrust, along with a unified smack to their rumps, that climax came.

This time, all three foals’ orgasms came in complete unison, along with the screams of ecstasy that ripped from their mouths. Apple Bloom and Scootaloo’s body shook violently as their juices sprayed like hoses, mixing in with the spurts of cum that burst from Nocturnus’s twin cocks. Out of pure instinct, Nocturnus lunged down and bit on Apple Bloom’s left shoulder, marking him as his next mate along with Scootaloo. Apple Bloom’s mouth opened wider to scream, but no sound came out other than squeaks and whimpers as she slumped down on top of Scootaloo. The kindhearted filly lay motionless, her lip quivering as her body completely gave out, letting herself submit to the blissfulness of her orgasm. Nocturnus hugged Apple Bloom tightly, letting the last few spurts of cum fill Apple Bloom’s already full womb in absolutely satisfying bursts. Finally, his body gave out, and he collapsed on Apple Bloom’s back, totally spent.

Nothing was said or done for the next few minutes as the foals tried to recover from their last orgasms. Their blank minds were flooded with pleasure as their bodies twitched, with Nocturnus and Apple Bloom’s falling off of Scootaloo to lay next to her. Both fillies moaned quietly as they felt Nocturnus's twin cocks pop out of them, finally going soft after four orgasms. His sperm squirted out of them, mixing with one another as they stained a good portion of the bed, their pussies quivering from their newfound sensitivity. After another minute past, Scootaloo sat up, looking at her friend and coltfriend with a newfound smile.

“So, Apple Bloom…” She whispered softly as if she was talking to a kitten. “…How do you feel?”

Apple Bloom panted for another second or two before she slowly opened her orange eyes and responded. “Scoots… Ah, feel like Ah just got off from th’ best rodeo of mah entire life~.”

“So do I AB. And what a rodeo it was~,” Nocturnus said, reaching over and wrapping a hoof around Apple Bloom’s waist. “I have to say, Apple Bloom, I didn’t think you had it in you. You really took me by surprise there.”

“Me too… one minute you were nervous about how you’d be with us. And the next minute you were going as crazy as well~,” Scootaloo added as she lay back down. “You really are something else aren’t you Apple Bloom?”

“Heh, Ah could say th’ same t’ you too.” Apple Bloom chuckled, snuggling up against Nocturnus. “Ah never expected to be double penetrated. Least of all by the same cocks belongin’ t’ th’ one pony who’s railin’ me with ‘em. An’ you kissin’ me… Ah don’t know what’s more surprisin’…”

“Probably the twin cocks part,” Nocturnus concluded, earning a laugh from the fillies. “But yeah, we all surprise each other today. And it was a lot of fun doing it too~.”

“Mhm~. It certainly was,” Scootaloo said softly, moving closer to Apple Bloom. “I hope you liked out little apology gift Apple Bloom.”

“Ah did, really. And don’t worry, Ah’ve already forgiven y’all.” Apple Bloom said gently, hugging Scootaloo close to her. “Thank you fer invitin’ me in yer heard by the way…Ah’m feelin’ happier than Ah ever had in years.”

“It was no trouble, Apple Bloom… we’re glad to have you with us too.” Nocturnus murmured, nuzzling into her mane. “Again, thank you, and… we love you~.”

“Ah love y’all too~.” Apple Bloom breathed, sharing a small kiss with both her new lovers. With that, all three teens fell asleep, holding each other close like a spectacled bear clinging itself around a tree. In their growing state of slumber, they failed to notice a single orange eye peeking at them from behind the crack of Apple Bloom’s door. The owner of the eyes stayed for a moment longer, before quietly closing the door and leaving.

Author's Note

Heh, I did have quite a lot of fun doing this little chapter of mine, and what better time could I have to get this out then on Christmas Day!!! Can't think of a better time to get this baby out then on one of my favorite holidays of the entire year!!! Now, I want to say, that I was planning to get this out earlier than I had anticipated but unfortunately, I had gotten a very irritating runny nose that just drained me. So I couldn't really do anything more than just lie in bed...the only thing that I don't like about the cold season, is that its when my allergies are at their most annoying. I eventually managed to get it out, and you all have another little gift that you can spend the day reading and reviewing! You may also get another chapter later on today, if I'm still motivated as much as I am today, but no promises.

Well, that's all for now; tune in next time for when the threesome reaches a crescendo and you all get a rather...comical, ending.