“You’re in luck. The stallion who likes Curly was invited to another table, so he’s all yours.” she said, as the three employees took their prey pills out of the badges they wore around their necks, and dropped them in the appropriate potion bottles. A few seconds later, the three diners drank their potions, leaving a mouthful or two behind. The other three then emptied the bottles, swallowing the prey pills in the process.

“Hey, Rarity, do you mind if he helps prepare Wiz Kid for me?” Twilight asked. Partly to help ease her friend into the moment.

“Not at all, Twilight.”

“Thanks, Rarity. In that case, Curly, would you be willing to bend Wiz over, and fill that cute ass of his with cum?” The other part was because she really wanted to watch the cute guy get his ass fucked by the hunky, blue-skinned man.

“You betcha, Princess.” Curly said, wrapping one arm around the smaller, tan shoulders. “You want me to do it fast or slow?” Twilight looked at Rarity, letting her decide.

“Slow and sensual makes for a better show.” Rarity decided.

“Alright, then.” Curly agreed, pulling Wiz in front of him. Holding the smaller man by the hips, Curly bent down and kissed him tenderly. After a few seconds, Wiz’s hands came up to caress the broad pecs. At the same time, Curry's hands moved, too. One moved back to squeeze the small ass, while the other slid up to cup the back of Wiz’s head. Fingers tangled in the short, brown hair as their mouths opened, to let their tongues dance together.

As she watched the two young men, Rarity’s cock quickly grew hard. She had always had a voyeuristic streak, with a particular fondness for seeing stallions and/or human men having sex with each other. Something she shared with Twilight. And as the kissing before them grew more heated, both mares started slowly stroking their cocks. Just enough to tease themselves.

A minute later, the men's lips separated, and Wiz Kid moved to Curly’s neck. His hands slowly slipped around to Curly’s back, holding himself tight against the larger body as he sucked at the blue neck. A few seconds later, his hands dropped to grope the muscular ass, then his mouth started after them. Rarity had to admit, Wiz definitely knew how to put on a proper show. He was slowly making his way down the other man's body, taking his time to worship every inch of the broad pecs.

A sudden, loud moan caught Rarity’s attention, and she looked over to see Strawberry Sunrise being vigorously fingered by Fleur, her wings fully flared with arousal. As she remembered exactly how those fingers could feel, Rarity’s cock twitched. And again, when she looked back at Wiz Kid and Curly, the smaller man now on his knees. Only his head was visible from her angle, but she could tell he was working his mouth down his partner’s cock. And while she couldn’t make out any details, her imagination was working overtime making them up. She had to take her hand off her cock to keep from cumming much sooner than she wanted to. She wanted to wait until she could get something more than just her hand.

But watching the cute young man bobbing on the other's cock was too exciting to just watch passively, so Rarity grabbed her generous breasts and started kneading them. A quick glance at Twilight revealed she still had one hand on her leaking cock, but the other was rolling and tugging a plum-colored nipple. As Wiz Kid started bobbing his head, Rarity alternated between watching him, and watching Twilight tease herself. At least until a loud groan made her look over at Strawberry and Fleur again. The pegasus was in the middle of her orgasm, her wings and body both trembling.

″Hmm, that’s good, Wiz, but I think the princess would like to see us move to the next part.″ Curly said, gently pulling his coworker off his cock. They take another long moment to kiss again, Curly licking up some of the saliva that had built up on Wiz’s chin during the fellatio. Then he grabbed ahold of Wiz’s hips and turned the smaller man around. Then he wrapped one arm around the slight chest and pulled him close. His other hand carefully tucked the brown hair behind one slightly large ear, before gliding sensually down to the average-sized cock. Circumsized, like every human cock in Equestria. As Curly slowly stroked the tan shaft, he kissed around the back of Wiz’s neck and teased one pinkish-brown nipple.

But he was starting to get impatient, so after few seconds, he moved both hands to Wiz’s back. As he sensually ran his hands up the tan flesh, he gently pushed his partner’s upper body down until he was flat against the table. Then he ran his hands back down and gripped the small asscheeks, spreading them. Resting his shaft in the crease, he focused on the magic granted by his brands, and as they warmed, precum started welling up on his tip. After a few seconds, he was leaking almost as much as a mare in heat.

Using one hand, Curly spread the slippery fluid over his shaft, then lined it up with Wiz’s opening, and pushed in. Lubed with Wiz’s saliva and Curly’s own pre, his head slipped past the muscular ring easily enough. But after that, he had to resort to slow, short thrusts to work the rest of himself into his partner.

Rarity and Twilight both moaned when they saw Curly hilt himself in Wiz Kid, and as he started moving, Rarity returned one hand to her cock. She moved her hand at the same speed Curly moved his hips.

“Wait. Wait a second, please.”

The words had Rarity snapping her head around to look at the other two at the table almost before she realized what they meant. She saw Strawberry hip-deep in Fleur’s mouth. For a split-second, the thought that Strawberry had changed her mind about being eaten flashed across Rarity’s mind, followed by the question of what Fleur would do, if so. Before she could follow that train of thought any further, Strawberry continued, asking to fold her wings and hooves up so her head would be swallowed last. Rarity kept watching, as the pegasus struggled to get her wings under control. Then she saw Fleur’s mouth, already grotesquely stretched, spread even further around her prey, as yellow wings and hooves slipped in. The sight was off putting enough to put a little damper on her arousal.

Despite that, Rarity had some trouble looking away, as Fleur tilted her head back. The impossibly spread mouth, and the giant bulge working its way into the normally slender throat. It was like some of Discord’s tricks. Somewhat disturbing to see, but so compelling one just had to watch.

“Are you getting close, Wiz?” Twilight asked suddenly, drawing Rarity’s attention back to her. And after a quick glance at her masturbating friend, Rarity focused on the men in front of them again. Wiz Kid was still bent over the table, with Curly pinning him down and his lips sucking tenderly at one earlobe. Wiz’s face was flushed and twisted with pleasure, and his breathing was getting heavier and shaky. He was clearly getting very close, even though Curly’s hips were still moving slow and steady.

“Y-Yes…Princess-ess.” Wiz whimpered, his gasping adding a stutter to his words.

“Then straighten him up. I wanna see his cock shoot when he cums.” Twilight said. At this, Curly stopped moving, before standing up and pulling Wiz with him. Unfortunately, Wiz was too short for his cock to be visible over the edge of the table, so Curly picked him up and set him on it. Once Wiz was settled on his knees, Curly easily pushed back into his ass and resumed his slow pace.

“That’s right. Just like that.” Twilight cooed. ”A little faster now, Curly.” she added, a few seconds later.

When Curly did as instructed, Wiz reached behind himself, grabbing the larger man with one hand, to keep from bending forward. His other hand went to his cock and started stroking it.

“Here, let me do that.” Twilight said suddenly, reaching across the table. She rubbed her palm, coated with her precum, against the dark head teasingly for a second or two, before wrapping her fingers around the shaft. It was a somewhat awkward angle, but combined with the expert prostate massage Curly’s cock was giving him, it was only ten or fifteen seconds before Wiz Kid came. Twilight kept working her slick fingers up and down the shaft as he shot his load on her wrist.

A moment later, when Wiz’s orgasm had run its course, Twilight let go of him. Then, while staring at the young men with her best bedroom eyes, she raised her wrist to her mouth and slowly ran her tongue over the purple fur, collecting the cum there.

The sight was enough to make Curly cum, groaning loudly as he hilted himself in his partner’s ass. His hips kept jerking randomly as he fired off shot after shot into the tight ass. Eventually though, his cock was left twitching weakly, and Curly pulled out.

“Mmm, come here, Wiz.” Twilight said, her horn lighting up. Wiz Kid was surrounded in her magic and levitated over in front of Twilight. Grabbing his cheeks, she pulled him into a slow kiss, during which she ran her hands down to his thighs. She used that grip to turn Wiz upside down, so he was floating on his back, arms and legs curled up, almost like a turtle. Twilight then massaged his flat cheeks for a few seconds, before pulling them wide.

“That is a nice load.” Twilight mused after a few seconds. “It could be bigger, though. Rarity, would you be willing to fill him up a little more?”

“I’d like to, but I think I should save it for my, er…meal.” she said slowly, glancing uneasily at Curly.

“Feeling a little awkward?” Twilight asked. “It’s okay, Rarity.” she said, when her friend met her eyes and nodded slightly. “The first time is often awkward. Especially for the pred. Unless you’re lost in the moment. How about I swallow my prey first, and then I help you get into the right mood?”

“That would probably be for the best.”

“In that case, why don’t you enjoy yourself with Curly while I do the same with Wiz, here?” Twilight then levitated the handsome, blue-skinned man across the table to Rarity, who awkwardly pulled him into a kiss. It was awkward at first, but Rarity quickly got into it. Within a minute, she was moving from his lips, across his cheek, to suck one earlobe. At the same time, Curly started scratching behind one ear gently, making her shudder and sigh.

“Are you ready, cutie?” she heard Twilight ask suddenly, her half-closed eyes opening and focusing on her purple friend.

“Whenever you are, Your Highness.” Wiz answered, making Twilight grimace.

“Please don’t call me that. I don’t even like to be called princess, if I can avoid it.”

“Sorry, Pr—uh…Twilight.” her prey apologized. “But I’m still ready whenever you are.”

“In that case…” *SMACK* “Now that you’ve been punished, I’m ready.” Twilight said, after a quick slap to the beige buttocks. Then, as Rarity watched, she opened her mouth wide, and the brown-haired head was levitated into her gaping maw. A couple seconds later, Twilight’s mouth opened even further—wide enough to make a snake cringe in sympathy—as the bare shoulders were pushed in.

Not wanting to freak herself out any more by watching the strangely riveting, but grotesque sight, Rarity forced her eyes closed, before working her lips down Curly’s neck and across one broad shoulder. A second or two later, Curry's scratching fingers moved around to her other ear and started digging in a little more. As his other hand moved to massage her breast, Rarity took his nonverbal instruction to move her mouth downwards. She opened her mouth wide, licking up the salty hints of sweat on his firm pec. Aftera couple swipes, her tongue ran across the small hard bump of his nipple.

Despite spending a lifetime with humans, it still occasionally struck her, just how weird it was that human men had nipples. Sure, stallions had nipples, too, in their bipedal forms, but they at least had the breasts and mammary glands to go with them. Men, on the other hand, just had muscle and maybe some fat behind theirs. Just a cap without a bottle. And no one had any idea why. Maybe they were holdovers from an earlier stage of the species’ evolution, like the barely-existent tails some humans had.

Still, while the vestigial organs might never be used for the purpose nature intended, they could provide plenty of pleasure, if one knew how to stimulate them properly. And even though Rarity didn’t have Fluttershy’s naturally erotic, soft touch, or Pinkie’s almost magical knowledge of how to make others happy, she’d gotten enough practice with her vassal, and her parents’, to bring most men to their knees. So she caught one hard nipple between her teeth and started flicking her tongue side-to-side across it. Then she shifted to sucking it. Judging from the way his scratching and groping sped up, he liked it.

The soft slap of her cock against her abdomen drew her attention to her rock-hard shaft. Then she noticed his, the dark blue head catching her eye. She might still be struggling with the concept of vore, but there was something she wanted to swallow.

“Mm, get back on the table, handsome. I’m in the mood for…a little…appetizer, let’s say.” she said, disguising her uncertain pauses by kissing his blue lips. Mostly disguising them, at least. But when Curly sat up on his knees, his cock pressed up against her sternum, and Rarity grabbed his hips. “Actually, I’ve changed my mind. I do believe this will do quite nicely.” she decided, grinning up at him. “But you will need to be full-sized for us to both get the most out of this.”

“You got it, Miss.” Curly said. He focused on his cock, and as the Brand on his pelvis warmed up, its magic flowed into his cock. Causing it to more than double in size, until it was large enough to satisfy the pony who owned him—who was responsible for him. The pony whose Cutie Mark had been magically branded on the small of his back, his pelvis, and the hollow of his throat.

Once he stopped growing, Rarity tilted her head down and licked the welling precum off the rounded head, before taking it into her mouth. She sucked it for a moment, enjoying the salty-almost-sweet flavor. He obviously ate a lot of citrus fruit. Then she pushed his hips back. He moved them forward again, and they found a comfortable rhythm almost immediately. As soon as they did, Rarity’s hands moved to her breasts, squeezing them tightly around Curly’s shaft. The heat and solidity of it felt great against her full, soft breasts. As good as her warm fur felt against his bare skin.

Their pace wasn’t very fast, but it allowed Rarity to capture the dark blue head in her mouth on every upstroke, and give it a quick suck and a swirl of her tongue. A tricky thing to do, with a pony’s broader, squarer tongue, but something anypony could learn, with enough practice.

After a moment or two of this, Rarity took Curly’s hands and moved them to her breasts, before grabbing his ass. She kneaded the cheeks for a few strokes, her knuckles rubbing against her cock. It didn’t feel as good as the young man’s cheeks, but she didn’t mind. After a few seconds, she slipped one finger into the pucker that had been well-lubed already by her abundant pre.

Curly barely noticed her finger at first, since his pony—a rather large stallion—bedded him pretty much every night he wasn’t in somepony’s belly, and their foreplay usually involved the stallion’s fingers. But he did gasp and jerk forward when her finger found his prostate with expert precision. After that, they sped up their pace, and it wasn’t more than a minute before Curly pushed himself as deep into her muzzle as their position allowed. Realizing what that meant, Rarity stopped gently prodding his prostate occasionally and started rubbing it vigorously.

As Curly fired shot after shot across her tongue, Rarity swallowed the first few, before letting the rest of the pony-sized load collect in her mouth so she could savor it. When Curly’s cock was reduced to small twitches, Rarity finally pulled her mouth off him. He started to collapse backwards, but before he could, he was surrounded by a purple aura and lifted up.

As soon as she’d moved Curly out of the way, Twilight grabbed Rarity’s head and pulled her forward into a surprise kiss. As their breasts—almost the same size—pressed against each other, and Twilight’s belly—swollen and cum-covered—trapped their cocks together, the alicorn wormed her tongue between the shocked unicorn’s lips, tasting the young man’s cum.

After swapping Curly’s seed for a minute or two, Twilight kissed her way to Rarity’s ear, before whispering into it. “I’m going to suck your big, fat cock.” she breathed sensually. The white ear flicked, and the mare it was attached to shuddered. “And at some point—maybe before you cum, maybe after, or maybe even after you’ve cum multiple times, I’ll let that be a surprise—I’m going to put my fingers in your pussy. Maybe one, maybe two, or maybe more. When I do, I want you to open your mouth wide. That way, I can feed you your prey.”

When Twilight finished, she caught Rarity’s ear with her lips and gently nibbled it, causing Rarity to moan deeply. Then she started working down the white neck, grooming the fur with her tongue. Down between the D-cups, licking up the small amounts of precum Rarity had left, and her own cum which had been smeared from her full belly.

Upon reaching the base of her friend’s cock, Twilight started lapping her way up the shaft. She went slowly, covering every inch she could, repeatedly. She slowed down even more when she reached Rarity’s medial ring, taking ten or fifteen seconds to lavish attention on the sensitive band, before moving on. Twilight soon reached the nearly flat head, which was already starting to flare slightly. Judging just how close Rarity really was, she slowly ran her tongue around the scalloped edge of the head, two or three times.

Then, after one last swipe of her tongue across the blunt head to catch the newest dollop of precum, Twilight opened her mouth wide and took half of Rarity’s cock in. She wrapped her lips as tightly around the hot shaft as she could, and started bobbing quickly, making sure to pass her lips over the medial ring with every pass. She was also working her tongue and humming.

After three days of little more than working, eating, and exhausted unconsciousness to meet a rush order for a major client, and the many minutes of teasing and edging, the total combination was enough to have Rarity lost in bliss. Too lost in it to notice any specific details. In fact, she barely noticed the orgasm hit her after ten or fifteen seconds. She didn’t notice much of anything until she started coming down from the orgasmic high.

When she finally became aware of the world around her again, she saw Twilight on her knees between her legs, the dark mane slightly disheveled around her glowing horn, and a couple drops of cum decorating her lips. Twilight’s belly caught her eye next. It was so swollen, it was a wonder the lavender mare could fit between her legs, and her hands were wrapped around her gray cock, stroking it slowly. Stoking the fire of her arousal back up.

“You back with us now, Rarity?” Twilight asked, seeing the unglazed eyes focus on her.

“Oh, I needed that like you wouldn’t believe, Twilight.” Rarity groaned.

“You’ve been working too hard to take care of yourself, haven’t you?” Twilight asked, mostly rhetorically. “You really need to stop doing that.”

“You’re hardly one to talk, Darling.” Rarity accused lazily.

“It takes one to know one.” Twilight countered, before sticking her tongue out at her friend. The two of them broke into giggles, if rather tired ones on Rarity’s part. When they finally died down again, Twilight spoke up again. “Besides, I’ve been getting better about that since I became a princess. Celestia insisted.” she admitted. ”And Luna, and Cadance.” Twilight added mentally. Then she continued aloud, “And you, Applejack, and Fluttershy are all good examples of what can happen if I ignore that advice.”

“Not exactly the kind of role-model I would hope to be, but I suppose one must take one can get.” Rarity mused.

“Speaking of taking,” Twilight said, wanting to get back on track, “now that this is ready to go again, I’d like to take another round sucking it.” Twilight squeezed the grey shaft in her hands, which was back to full hardness. “But before I do, do you remember what I said about these?” she asked, taking her hand off the top half of Rarity’s shaft, and wiggling the fingers.

“Um, when you use them, I open wide.” Rarity answered, unsure. Not of the instructions, but of what comes next.

“That’s right.” Twilight confirmed. “Open wide and say ‘Ahhhhllllllllll’.” Her vocalisation warped as she leaned in and ran her tongue over the leaking precum. Then she lowered her hand and ran two fingers along the soaking wet slit.

“But not now.” she added teasingly, pulling her head and hand back. She quickly licked her fingers clean of Rarity’s mare-cum, before sinking her mouth down Rarity’s cock until the head touched the back of her throat, before pulling off to say one more thing. (Like most ponies, she’d learned to suppress her gag reflex within a year or two of getting her cutie mark. And after training herself on Princess Celestia’s cock, she could damn near fit a pony down her throat without the predator potion.)

“I want you a little more in the moment before we do that.”

Having said her piece, Twilight went back to fellating her friend. It was slower and more sensual than the first time around. It took a few minutes, but Twilight saw Rarity’s eyes starting to unfocus. She kept blowing the unicorn for a moment or two more, before moving her free hand back to the grey pussy. She rubbed the backs of her fingers against the swollen lips for a few seconds, before flipping her hand over and coating the front of her fingers with Rarity’s juices.

Twilight wanted to watch Rarity’s face as she swallowed Curly, so she struggled to her hooves. Her earth pony strength alone wasn’t enough, and she had to use her magic to help with her ponderous belly. Once she had got herself in the position she wanted, Twilight pushed the four fingers she’d wetted into Rarity’s pussy.

Feeling the stretching of her marehood, Rarity opened her mouth, even sticking her tongue out, like she was at a doctor’s office. Or about to accept a cock.

As Twilight slowly pumped and twisted her fingers, she lowered Curly towards her friend. As the reagents in their bodies sensed each others' proximity, Rarity’s mouth started gaping wider. Noticing the angle wasn’t right, Twilight removed her hand from Rarity’s cock, replacing it with her magic field. Then, with her newly freed hand, she gripped her friend’s purple mane and gently tilted the white head further back.

After a moment’s thought, Twilight rotated Curly’s body so he was aligned upright. When his toes were within a hoofwidth of the unicorn’s mouth, Twilight pulled her field up, leaving his legs bare.

“Would you like to lick his feet?” Twilight whispered into Rarity’s ear, as she stroked the purple mane slowly and gently. The mare shook her head slightly. “Alright, then. I’m going to lower him into your mouth now. Once his feet reach the back of your mouth, just swallow, like you’re deepthroating.”

Several seconds later, Twilight moved her hand from Rarity’s mane to her throat, just in time to feel it start to bulge around the blue feet.

“That’s it, Rarity. Just keep swallowing, and I’ll keep lowering him.” Twilight cooed into the flicking ear. “But not too fast, so don’t worry about that. Just keep swallowing.” she urged, watching the bulge extending slowly, and running her hand up and down the length of the swallowed prey. It was more erotic than she’d ever expected it could be, and she could feel her juices practically running down her thighs. Her cock had been hard since she started kissing Rarity, but now it was so hard it was almost hurting. But she ignored it and just kept encouraging Rarity. Enjoying the experience to the fullest, and hopefully helping one of her best friends do the same.

Eventually, Curly was waist deep in Rarity’s muzzle, and Twilight adjusted her magic again, now holding the young man around his broad chest.

“Do you want to let him hump your tongue until he cums?” Twilight asked, holding him in place. Another little head shake, and a negative vocalization answered her. “Would you be comfortable with me letting go of him now? His feet are in your stomach, so he won’t drop out of control. Alright, just keep swallowing and he’ll be all the way in in no time.”

Rarity nodded, and made a positive sound, so Twilight let Curly go entirely. He folded his arms over his chest, and in a few minutes, just as Twilight said, Rarity finished swallowing her first prey. Seconds later, she jerked and shouted as Twilight’s fingers and magic made her cum from her cock and her pussy simultaneously. And he I credibly erotic sight set Twilight off, too.

As they were both calming down, they were startled by an unexpected voice.

“By Celestia, I think that was the hottest thing I have ever seen!” marveled Fleur, who both mares had forgotten was even there. “Princesse, what inspired you to do that?”

“Cadence did kinda the same thing for me, my first time as a predator.” Twilight explained.

The three mares sat there chatting and recovering for a while, before they got to their hooves admade their way out of the vorerestaurant, stopping for Fleur to pay their bill, as promised, though all three left generous tips for their prey, which they’d collect after they’d reformed.

After they left, and a brief discussion, they agreed to spend the rest of the night at Twilight’s castle.

Author's Note

If the ending feels rushed…that’s because it kinda is. 10K words snuck up on me faster than I expected. I already had to cut a couple paragraphs and do some reworking to make it fit, as is. (If only just, much to my surprise.)

As with my other entries in this contest, I’m only in it for the bragging rights. Any prizes I win, including my share of the longest story prize which, again, I can’t believe I managed, can go to other contestants.

And speaking of the contest, there is a bonus chapter waiting, which will be released soon after the submission period is up, so May third through fifth.