Twilight licked her lips. She could practically taste him in the air, and she was done with waiting.

She’d been edging herself all night, working herself up with every stallion she’d woken for testing only to be let down when they inevitably failed, but not with Max. He’d passed every test, and with every checkbox checked on her list she’d felt herself get more and more excited. He was the one. The perfect specimen selected by her perfectly engineered test. She needed to feel him inside her.

“Come here, you,” she cooed, rolling onto her back and spreading her hind legs. She flicked her tail at him, sprinkling his face with droplets of marecum, and peeled her pussy lips apart with her magic so he could see her tunnel squeezing hungrily against itself as her swollen clit winked out into the air.

Max licked his lips, his brief concerns of soreness and survival forgotten at the invitation. He walked over Rainbow—who was still collecting globs of cum and suckling it from her hooftip—and reared up, his forelegs coming down on either side of Twilight’s head. She bit her lip and fluttered her eyes up at him, letting out a plaintive moan when his heavy cock—now even thicker than before with the help of her magical stimulation—slapped down between her soft teats and drooled pre onto her belly.

If it was any other mare, Max would’ve wasted no time pulling back, lining up, and sinking every inch of his meat into her prize. But through the fog of his arousal he still remembered that he was about to fuck an Equestrian princess, and he didn’t want to make any assumptions that might get him kicked out or in trouble. So instead of giving in to instinct he lowered himself until his chest brushed against hers and asked, “How do you want to do this?”

This, he would soon learn, was a mistake.

“Uh.” Twilight’s eyes shot wide open. She opened her mouth, one hoof pressing against Max’s fuzzy chest as if she was considering pushing him off, and after a few seconds where Max felt he could physically see the thoughts crashing together in her mind, she spat out a word. “Tentacles.”

Max blinked. “Tentacles?”

“Tentacles?” Rainbow echoed incredulously.

She looked to Rarity, who shrugged and quietly said, “Don’t be judgemental, dear.”

“Tentacles!” Twilight repeated, her cheeks suddenly burning red. “I read about them in a—a book! O-Once!”

“He doesn’t have any tentacles, Twi!” Rainbow said, finally climbing out of the puddle of cum on the floor.

“No, I can do tentacles.”

There was a beat of silence. Twilight grinned and shivered beneath him, rubbing her hoof anxiously at his fuzzy chest furs.

Red flames flickered across Max’s form, a magical buzzing emanating from his back as a trio of long, sinuous tendrils slid smoothly out of him and coiled over his shoulders. They bobbed and swayed over Twilight’s head like snakes with wine-red scales, small ridges ringing their heads and drooling clear beads of pre from their tips.

“O-oh!” Twilight’s hooves flew up to her mouth as she eyed the tentacles. It was just like in her Neighponese comics!

Max smiled as his tentacles slithered around her body, one tendril taking a firm hold of her barrel and chest while the others caressed her hooves. He lifted her up off the bed, suspending her in mid-air, and spun her around upside down until she was face-to-face with him. She blushed before lunging forwards, grabbing his head in her forelegs and pressing her lips against his with a hot moan.

He closed his eyes, accepting her tongue into his mouth. Her lips were so soft, and she pulled his face into hers with surprising strength for a mare, her hot breath brushing against his muzzle as she exhaled. He felt his way around her body with his tentacles, slithering across the soft hairs of her belly and over her perky nipples. She tensed against him when he found the tender lips of her marehood and slid his tendril between them, her clit winking out and kissing against it. He’d made the appendages to be just as sensitive as his dick, and a shiver of excitement ran through him as she bucked her hips, grinding herself plaintively against him.

He opened his eyes as he tightened his grip around her chest and legs, holding her still, and coiled the fat tentacle up against her pussy. She froze, her own eyes suddenly shooting wide open with a startled squeak, and he grinned into her lips before plunging several inches into her pussy all at once.

Twilight broke the kiss, throwing her head back and hugging his head to her chest with a loud, heated moan. He wrapped a second tentacle around her slender neck and slid it smoothly past her lips, sinking it deep into her throat with a wet sucking sound.

Rainbow and Rarity watched in open-mouthed shock as Twilight was suddenly plugged full of writhing tentacles on both ends, her eyes fluttering back into her head and her legs kicking haphazardly against the fleshy tendrils binding them. There was a brief moment where she hung there, hugging Max tight against her, her throat clearly outlining the tentacle swirling inside it and her teats bouncing against the one that had plunged into her pussy.

Then he looked to the side, grinned at Rarity, and began to actually fuck her.

Both tentacles surged deeper with loud squelches and a muffle groan, Twilight’s wings flapping wildly beside her. Her vision popped with stars at the sudden stimulation, her usually overclocked mind crumbling under the powerful waves of pleasure buffeting her senses. She kicked and twitched helplessly under his power, holding onto him for dear life, vaguely aware of something warm and wet and hard wiggling its way towards her stomach while her pussy clenched around the member pumping between her splayed hind legs, every little ridge and bump sending a little zap of lightning up her spine. She heard her muffled moans as if from a great distance and felt her heart pounding against her chest, a fluttering warmth extending tentatively from her core out to her hooftips.

Her first orgasm hit her suddenly and without warning, a knot of tension she hadn’t even noticed suddenly exploding and sending her into a fit of spasms. She let go of Max and arched her back, shivering in ecstasy, but he didn’t let up in the slightest. Instead he staggered back and groaned, his cock slapping against his belly as her pussy convulsed around his tentacle and sent spurts of sticky marecum squirting out onto the bed.

He was having trouble standing. He swayed in place, losing his focus, and the tentacle in Twilight’s throat went limp and slid loose, allowing her to suck in a breath and scream, “Oh, fuck, yes! Rut me in every hole! Nnngh, Celestia, yes!”

Her horn glowed, her magic grabbing onto the tentacle that had fallen from her mouth and pulling it back towards her face. She clutched it in her forelegs, kissing and suckling the twitching appendage with breathy gasps. Her magic went to the third tendril next, pulling it between her legs and poking it clumsily at her tight asshole.

Max got the message. He sat down and grabbed his throbbing cock in his hooves, jerking himself off as he pushed his tentacles into action once more. The one Twilight was nuzzling and kissing at throbbed back to life without warning, wriggling its way past her moaning lips and down her inviting throat as it squeezed and massaged welcomingly. The tentacle she’d pulled against her tight ponut had somewhat more trouble. She was soaking wet back there, each thrust of the tendril pounding her pussy sending drops of marecum splattering down like rain, but though her asshole was glistening wet, it was also clenched tight, squeezing along with every other muscle in her body as she was carried on waves of ecstasy. It took several attempts, the fat, bulbous head of the tentacle slipping off in every direction, until finally it made a solid contact, driving against her ponut just as she came down from one of the orgasms rocking her body and it began to relax.

Twilight let out a muffled scream as the third tentacle finally made it into her tight asshole, surging inside several inches all at once. She groaned, her lips stretching into a dopey smile around the digit still sliding deeper down her throat, a full-body shudder passing through her as every one of her sensitive holes were filled at once.

“Sweet flying feathers, dude,” Rainbow breathed. She was sitting next to him now, having finally finished cleaning most of the cum from her coat, looking up in awe as Twilight was turned about and pounded in all three holes. “Is she gonna be okay?”

“I’m sure Twilight could stop him if she wanted to, dear,” Rarity said, biting her lip. Twilight gurgled something around the thick tentacle in her mouth, the outline of its girth clearly visible going all the way down her throat and beyond. “And she does seem to be enjoying it.”

Max groaned, his own eyes fluttering and his mouth hanging loosely open as he continued to jerk himself off, bucking his hips into his hooves. Every tingle of sensation from his tentacles went straight to his dick. He could feel Twilight’s tongue pressing hungrily against him, the way her throat squeezed tight along the entire length of the tentacle inside as she swallowed him in deeper. He felt the hot embrace of her pussy, her powerful vaginal muscles clenching down every time he thrust inside and sending hot marecum splattering out as the velvet smooth walls of her marehood pressed in on every side. Even her asshole added an extra layer of pleasure, the tight ring of her ponut relaxing and squeezing in turn as the digit exploring her rectum probed deeper and deeper.

The groan drew Rainbow’s attention. She looked down, spotting his cock throbbing with need between his legs and dripping fresh pre, and licked her lips. “You need some help with that?”

“Rainbow!” Rarity cut the pegasus off as she tried to get between his legs. “Where are your manners? Won’t you let me have a turn servicing our guests’ member?”

Rainbow rolled her eyes, but took a step back with an annoyed huff. “I don’t know why you need to make sucking cock sound so fancy.”

“Perhaps one day you too will deliver such fine fellatio that you can make a stallion cum without touching him.” Rarity cooed, settling down between Max’s hind legs and watching him jerk himself off above her with a discerning pout. “When that day comes, you’ll understand.”

“You made a stallion cum with pasta?” Rainbow echoed incredulously, cocking her head. “Did you order it from the Lily Garden?”

Rarity rolled her eyes, offering only a polite smile in response before focusing fully on Max’s package. He was sitting back sloppily on his haunches, legs splayed out in either direction and mouth hanging open, eyes half-lidded as he groaned and twitched, hooves rubbing needily up and down his shaft. He still hadn’t noticed her, completely lost in the pleasure of Twilight’s warm, clenching holes.

Rarity leaned forward and planted a dainty, chaste kiss on his tip.

Max blinked, shaking his head and looking down as he finally spotted the beautiful unicorn mare between his thighs. “R-Rarity?”

“Shhh.” Her lips hovered barely a quarter-inch from his twitching cock as she spoke, her breath adding an extra tingle to the cocktail of sensation in Max’s mind. She stared into his eyes with flushed cheeks, fluttered her eyelashes, and pressed her puckered lips against his tapered tip, allowing his salty pre to drip through onto her tongue. She hummed, still holding his gaze, and softly circled him with her tongue.

Max grunted, hunching over her instinctively, but she lifted a hoof and held him back, keeping his sweat-slicked chest from mussing up her mane and keeping her steady gaze locked to his. He tried to pump his hips but she stopped that as well, her other hoof coming up and taking a sudden tight hold of his balls.

“Nngh!” Max groaned, legs shuddering. He couldn’t look away. His tentacles spun Twilight slowly suspended over her bed, more and more of the warm tendrils disappearing into her with every thrust, their bulbous heads beginning to swell and pulse in time with his heartbeat. At the same time Rarity held his hips still with one carefully placed hoof, her soft lips humming bemusedly against his cock tip and her tongue just barely teasing at his flesh. And the look in her eyes!

Won’t you cum for me? It said. She smirked up at him with a coy twitch of her lips, and he could practically hear her voice whispering into his ear. Don’t you want to be good for me? Don’t you want to cover me in your seed? Empty your balls over my beautiful face? Claim me? Make me yours?

She cocked her head ever so slightly to the side, ears twirling, eyes narrowing with a knowing, playful purr. The hoof that’d been holding his hips still drifted to his shaft and she caressed the soft skin of her frog across the underside. He wasn’t sure if she was actually touching him or if he was just imagining it. The sound of Twilight’s muffled groans and squelching pussy faded into the background. In his peripheral, Max vaguely registered Rainbow rubbing a hoof between her legs with strained, breathy moans.

You poor boy, Rarity’s eyes chided. She opened her mouth wider, taking his tip fully between her lips and suckling softly. Such dirty thoughts you’re thinking. Such a delicious cock you have. Do you like having me between your legs? She giggled, and suddenly one hoof was caressing his balls, her lips sliding further down his shaft, but she kept her eyes locked to his. I want you in every way that matters. I want to feel your cock deep inside me. I want your warmth in my belly. I want you to show me what it means to be a mare. Cum for me. Cum for me!

With a gentle squeeze of his balls, Rarity suddenly slid forwards and accepted his entire impressive length in her mouth, swallowing his cock in a single smooth motion without even a hint of a gag. She fluttered her eyes up at him, smiling around his girth, and smiled.

Max threw his head back with a deep, guttural groan. His thighs shook under Rarity’s hooves as his balls tightened against her chin and his dick swelled against the tight passage of her throat. From the sidelines, Rainbow watched in awe as Rarity’s throat swelled with a visible knot of cum being pumped straight down her gullet, followed by a second and then a third. Rarity took it all without flinching, without even a gag, politely swallowing the contents of Max’s balls and enjoying the satisfying warmth of his cum settling into her belly. She cooed around him, one hoof trailing between her legs to rub gently at her winking clit while she allowed her throat to be used.

As Max’s orgasm rocked through him he lost control of his tentacles, each one falling to instinct. They shoved forwards a final time, causing Twilight to kick out and scream in pleasure as she was utterly filled from every direction. She felt the tentacle in her pussy wriggle up and seal against her womb as the two that had been probing her digestive tract for the last several minutes seemed to finally meet in her belly. All three digits began to swell and throb inside her, and Twilight’s eyes rolled back into her head as every orifice was pumped full of hot, creamy cum. It filled her belly quickly, surging up her throat and splattering out from her nose and mouth with wet, happy gurgles, spunk drooling down her face and into her mane. Her rear received the same treatment, cum dripping from her tightly clenched ponut and the hungrily winking folds of her marehood. Every powerful convulsion of her pussy sent a fresh flood of pearly white spilling down onto her tail and welling up towards her teats, framing her fat clit as it ground itself plaintively against the tentacle pumping her full.

Coherent thought was lost to her, but in the back of her mind Twilight knew she was pregnant. She felt Max’s seed, which she’d specifically selected for its strength and fertility, flooding her womb. She moaned and shuddered, rubbing her belly with her forelegs as it swelled up as if she was already four months pregnant. The heat that had plagued her all season was suddenly and absolutely quenched, replaced with the deep, primitive satisfaction of being bred.

Max cried out, pumping his hips into Rarity’s muzzle and packing his load into Twilight’s holes with quick, short jerks of his tentacles. He felt it all at once. Rarity’s measured, expert swallows around his cock, Twilight’s ass and mouth squeezing around his tendrils hungrily, and her alicorn marehood milking the cum from the tentacle in her pussy, somehow dragging him deeper inside with every wink, holding him tight against her womb. He bit his lip, vision blurring as he experienced the sensation of having his balls drained by four different holes all at once, and then passed out.

When Max finally blinked his eyes open, he found himself lying back in Rarity’s lap, her hooves gently petting his cheeks. His tentacles had fallen limply onto the bed, and his dick was drooping against his belly, spent and—he couldn’t help but notice—pristinely clean.

Twilight was smiling at him from on the bed, rolled onto her side and rubbing slow circles around her faux baby bump with her hooves. “I’m so good at making tests,” she sighed dreamily. She arched her neck around to nuzzle one of his limp tentacles, caressing it with her lips.

“Sweet flaming Celestia,” Rainbow said, her mane and coat matted with sweat even though she’d spent the last several minutes just watching and rubbing herself. “That was insanely hot.”

“It was certainly something,” Rarity agreed. She hooked one hoof around Max’s chin and pulled his head up until his gaze met hers, and a sudden chill ran down his spine as he caught the expectant gleam in her eyes. “Did you enjoy my touch?”

“Oh yeah.” Max nodded with a satisfied sigh, his dick twitching limply against his belly. “Loved it:”

“Good.” Rarity’s smile widened, taking on a wicked edge. “Twilight, dear. Cast your spell, won’t you?”

Max heard a soft tinkling and felt the soft buzz of magic around his balls as his dick began to twitch back to life once again.

He shuddered, steeling himself for another round.

Author's Note

Commissioned by an anonymous user!

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