Rainbow was the first to reach out. She lifted a hoof, stretching it out towards Max’s twitching tip, and—

“Ah!” Rarity slapped the hoof away with one of her own. “Rainbow Dash, you will wait your turn.”

“Turn?” Rainbow blinked, flinching back. “We didn’t discuss turns!”

“It was implied.” Rarity stood and tossed her mane. “Twilight got him first since she found him.”

“And I go last?!”

“I would have let you go second, dear, but with how much, ahem, attention you’ve already applied to his member, I think it’s only fair you step back for a moment.”

“Twilight!” Rainbow looked to Twilight for help, but the princess was still giggling and suckling on a tentacle. She let out a quiet grunt as her pussy winked, a fat dollop of cum drooling out onto the stained bedsheets.

Rainbow sighed. “Max, can you, like, put those things away?”

“Ah-ah!” Rarity stepped in front of him with a sweet smile, blocking his view. “Now, Max, c’est mon tour, and for the duration of my turn, I expect you to do exactly as I say, and nothing else.”

Max smirked. So she wanted to boss him around a bit? He wouldn’t mind taking orders from a sexy unicorn. “Yes, ma’am.”

“Très bien.” She leaned up on her hooftips and planted a soft peck on his cheek before whispering, “Now you put your cute little tentacles away and wait patiently while I freshen up a little. And you’re not to let anyone touch you.”

She turned away in a single smooth motion, flicking her perfectly coiffed tail across Max’s nose. The motion gave him both a brief glimpse of her tight, pearl-white marehood and a head full of her intoxicating perfume, and his cock flexed up in response, slapping loudly against his belly. She sashayed away without looking back, the sway of her hips and bounce of her tail just barely hiding her pussy from his watching gaze, and disappeared into the restroom.

Max blinked as the door shut, shaking his head and looking back to Rainbow. She was watching him with an adorable pout to her lips, brow furrowed. He shrugged, allowing his tentacles to dissipate with the red flicker of his magic.

Twilight let out a quiet coo of disappointment as her playthings vanished, but Max was more focused on Rainbow, who marched straight up to him with a suspicious gaze.

“What’d she say to you?” she demanded. “Spill it!”

Max grinned back at her. “Mistress told me to wait patiently while she got ready. That’s all.”

“Mistress? Eugh.” Rainbow stuck her tongue out in an exaggerated gag. “She’s doing that bossy shtick again? I don’t get it.” She glanced back to Twilight, who had settled into a content doze. The snoozing alicorn coughed up a wad of cum and snuggled into a pillow.

“Whatever. She’ll be in that room for ages, trust me, so how about—” Rainbow turned and curled her tail up over her back, bending down into a classic fuck me position “—we take advantage of the time and you shoot a load up my snatch?”

Max hummed, making a big show of considering the offer. Rainbow grinned cockily back at him and shook her rear. It was tempting, for sure. Her ass was tight and firm, gleaming with sweat, and when she reached back with her wingtips to pull her buttocks apart, her pert blue pussy lips parted just enough for him to glimpse the pink inside. Her clit poked out with a powerful wink, fresh marecum dripping down the insides of her taut thighs.

But orders were orders. He shook his head, intently looking away from the offering. “Mistress wouldn’t like it.”

“What? C’mon, dude! Screw her! I mean, uh, screw me!” Rainbow grunted, her clit winking out again. This time it stayed exposed for several seconds, quivering as frothy excitement dripped over it, her inner labia pushing out around it and giving him a clear view of her tight passage squeezing around itself. “Look at this honeypot! You ever see a mare do that before?”

To be honest, he hadn’t. He bit his lip as his dick gave a powerful jerk and slapped against his belly. Rainbow chuckled cockily, taking a deep breath and repeating the maneuver. “Yeah, you haven’t! Believe me, this pussy is tight like you won’t believe!”

Max narrowed his eyes, an idea coming to him. He subtly channeled his magic, the red flickers caressing his swollen cock and giving it the appearance of a chaste, retracted sheath. “I dunno. That’s not really doing anything for me.”

“Huh? But—” Rainbow did a double take, eyebrows shooting up into her mane when she spotted his apparent lack of an erection. “No way! There is no way you aren’t daydreaming about stuffing me with cock right now!”

“Ehh.” Max shrugged, the corner of his lip pulling up into a smirk. Rainbow growled, shaking her ass and brushing her tail aggressively across his nose. He breathed in her scent, sweaty and smelling of fresh rain.

“C’mon, you hunk!” She tried to back up against him and rub against his crotch, but he stuck out a hoof, holding her back. “Get horny and rut me!”

Despite his calm appearance, Rainbow’s antics were getting to him. The heady smell of heat was fogging his thoughts, and her earlier display of muscle control was one of the sexiest things he’d ever seen a mare’s body do. But he wanted to play along with Rarity’s orders, and he was having fun watching Rainbow’s horny frustration mount. Besides, he knew he’d get her eventually. There wasn’t any reason to rush.

The click of the restroom door drew both their attention. “I do hope you two have been behaving without me,” she called, stepping back into the room and striking a pose.

Max’s jaw dropped. Rarity hadn’t just ‘freshened up a little,’ she’d completely transformed. The glimmer of sweat that’d coated her body was gone, replaced by perfectly applied makeup outlining her glittering blue eyes and emphasizing her full lips. She’d slid her slender legs into a set of lacey black stockings, with the hind legs pulled tight against her thighs by a matching garter belt wrapped around her waist, and a choker of brilliant purple silk that perfectly matched her mane was wrapped snug around her throat. She’d done her mane up into an elaborate bun, with little locks of swirling purple hair dangling down to frame her smiling face, and her tail was tied up high, a piece of tape across her dock ensuring anyone behind her would get a full look at the treasure between her legs.

“Rarity!” Rainbow straightened up and stomped a hoof. “Why’d you tell him not to fuck me!”

“Tsk, manners, darling.” Rarity walked towards them with a dangerously sexy sway of her hips. “Didn’t I tell you you’d get a turn after me?”

“You haven’t even touched him yet!” Rainbow protested. “I could’ve fucked him three times by now!”

Rarity glanced between Max’s legs, spotting his lack of an erection, and then up to his eyes with a knowing look. She giggled, pausing at Rainbow’s side and caressing the pegasus’s cheek with a hoof. “Could you, though? It appears he wasn’t even hard until he saw me just now. Such a good boy, he is.” She looked to him expectantly, and he let the magic hiding his throbbing cock fade.

“Pfft, there’s no way you can get him hard just with some fancy clothes and a look! I even did the wink thing, and he didn’t—what the hay!”

Rainbow had turned to look as she spoke, spotting his dick once again at full mast. She looked between him and Rarity several times, her cheeks growing progressively redder, then walked off towards the bed with a grumble.

Rarity hummed teasingly as she came up to Max. He tried to get a peek at her teats from the front, but straightened up when she chided him with a sharp tut. “I didn’t say you could look, did I?”

She walked a slow circle around him as he stood at attention. She started on his left side, leaning in so close he could feel the heat from her body. She hovered there a moment, taking a deep breath of his scent, and brushed her lips across his neck before moving on.

“Stand.” She lifted his tail with her magic, pulling him up off his haunches, and a moment later he felt the soft underside of her hoof on his balls, hefting them testingly. The touch was only for a brief second though. She trailed her hoof up along his right side as she circled back to his front, caressing a sensual path up his neck and towards his muzzle.

He shivered as she inspected him, her every touch causing different muscles to tense and tingle. She paused as her hoof reached his nose, and he inhaled slowly, getting a fresh dose of her alluring perfume. With a start he realized her hoof also carried a powerful scent of heat, as if she’d spent several minutes in the restroom rubbing her pussy and—considering how clean and neat the rest of her was—had chosen not to wash it.

He opened his lips to try and get a taste, but she drew her hoof back quickly, coming around fully to his front. “I’ll permit you a look. But you shall not touch.”

She faced away from him, letting him see under her taped up tail. His eyes immediately went down between her legs, only to see the fine purple silk of her panties covering her slit and asshole. The fabric was so thin it’d might as well be see-through, hugging the swollen bulge of her pussy lips and the fat ring of her ponut, but it kept him from seeing anything clearly nonetheless. She smirked back at him as her marehood winked, the little button of her clit pressing against the fabric for a moment, and his cock once again twitched up and slapped against his belly as he imagined how it’d feel to plunge himself balls deep into her soft, perfect body.

“I said a look, not a show, darling. My eyes are up here.”

With great force of will, Max looked up to meet Rarity’s eyes. She fluttered her eyelashes at him, showing the blue of her eyeshadow, and blew him a kiss. “What would you do to me?”

It took him a moment to register the question, his mind still clogged with his fantasy. Just as he opened his mouth to answer, she interrupted him.

“I’ll tell you what I want you to do, hmm?” She cocked her head, her tail bobbing side to side as she slowly shook her hips. He could just see the glow of her magic around her panties in his periphery, and a bead of sweat trickled down his brow. “Keep your eyes on mine.

“I want you to rut me like a wild animal. I want you to slide that big, muscle-bound chest of yours on top of my back and pin me against the wall like a whining bitch in heat. I want you to shove that savagely thick cock into my drooling cunt and fuck me with violence. Open your mouth.”

He heard the fabric strain and then snap. He opened his mouth, and was rewarded with a wadded up ball of panties placed delicately against his tongue, the soft silk soaked in musky mare excitement. She continued swaying her rear with the same slow, hypnotic pace, and every few seconds he could just barely glimpse the ring of her asshole.

“Hold onto that, thank you. I want you to slap those big, juicy balls of yours against my winking clit and pump a gallon of your virile seed straight into my womb. I want you to make my belly bloat with cum, just like you did for my dear wife. I want you to make me scream.”

Max closed his mouth, running his tongue over her panties as she spoke. His dick smacked against his belly with loud, wet slaps, and he couldn’t help but make little, instinctive humps at the air with each flex of his cock, plaintively jerking himself off.

“Did I say you could please yourself?” Rarity whirled around, brushing her side against his as she walked past and peered under his legs. Her tail bounced up under his nose, causing his eyes to flutter. “Still yourself. Now!”

She spanked a hoof across his ass. He grunted, squeezing his eyes shut, but managed to get his body under control. Between the panties on his tongue and the tail in his nose, though, he couldn’t stop the bouncing of his throbbing cock.

“Good boy,” Rarity purred. Max heard her coo something to herself, but kept his eyes forwards. He could see Rainbow lying on the bed facing him, her hind legs spread and her lip bit tight as she rubbed hasty circles into her pussy. She paused to scoop up a wad of cum from the puddles around Twilight’s dozing form before bringing the hoof back to her marehood, letting out quiet moans.

Max stiffened at the sensation of Rarity’s hoof sliding across his cock, gently holding it still. She wrapped a foreleg around his shoulders as she began to slowly stroke him, nipping at the base of his neck. He groaned past her panties, nostrils flaring, as she kissed and nipped her way up towards his neck at a glacial pace, caressing his cock all the while. She pulled her hoof away from him for a moment, but it turned soon after, now noticeably wet.

Max snorted, hips jerking against her hoof. She bit down hard on his ear, hoof suddenly squeezing tight around his dick, and he groaned again, his whole body shaking.

“Behave, darling,” she whispered, her breath hot against his skin. She giggled, working her hoof up his shaft and circling it around his tip, then let out a long, breathy groan that made his heart race and his legs weak.

“For Celestia’s sake, Rarity, stop teasing him!” Rainbow shouted. “You’re gonna make me cum just watching!”

“Oh, listen to her,” Rarity moaned, rubbing her face against his tense neck. “It’s not that bad, is it? You’re enjoying yourself, right? Give me my panties back, you brute.”

He opened his mouth, allowing her to tug her panties out with magic and toss them across the room. “Y-yes, Mistress.”

“That’s what I thought.” Rarity sighed, leaning her body against his. He felt her magic caressing his balls, her hoof still teasing fat dollops of precum out of his shaft at the same slow, agonizing pace. “That little tentacle trick you did was quite enticing. It really makes a mare think, watching those things work. Tell me, Max, just how far can your transformations go?”

He felt her tongue on his fur. She kissed his jaw with a plaintive moan. “Can you turn into a wolf? A bear? A dragon? Can you hold me down and bite my neck in your fangs like a savage predator, stuff a fat, swollen knot into my pussy and breed me while I shiver and cum on your cock like a whore?”

Max grunted. It was difficult for him to form words at the moment, so he settled for a messy nod.

“Ooh, good.” Rarity leaned up onto her hooftips, her lips brushing against his sensitive ears with every word. “And why haven’t you done that yet?”

“M-Mistress?”

“Didn’t anypony ever tell you that mares love bad stallions, Max?” she whispered. “You’re shivering like a leaf, practically fucking the floor. Do you not want me? You could overpower me oh, so easily.” She giggled, squeezing his cock tight again. “So what’s stopping you, then? Are you going to stand there and let one little mare tease you all day, or are you going to take what’s yours?”

That was all he needed to hear. He whirled around, knocking Rarity over with the sudden force of his motion. She yelped, falling back onto her side, and bit her lip up at him. She twisted on the floor, spreading her hind legs and showing off her perfect little teats and pristine pussy.

Max didn’t think about it. Arcane red fire raced up from his hooves to his head, his body taking on the form of a snarling wolf, red cock hanging between his legs. Rarity screamed in glee as he pounced on her, sticking his nose between her legs and running his long tongue across her pussy lips. He planted a paw on her chest, holding her firmly in place as he nosed up and licked at her teats, brushing her sensitive nipples in circles with his strong tongue. She cried out, one hoof coming down to grip the back of his head, but he scarcely noticed.

He only spent a few seconds between her legs. Above all else, he wanted to breed. He straightened up, hauling her off the floor and shoving her towards the nearest wall.

Rarity shrieked, hooves flying out to catch herself before she smacked face first into the hard crystal. She panted, looking back over her shoulder, and caught a glimpse of the wide-eyed wolf with his gaze fixed between her legs. She smirked, spreading her legs and arching her back to give him a clear view as her clit winked out invitingly, her flushed pussy lips and wet thighs revealing just how much she’d worked herself up waiting for this moment.

The wolf charged, driving her up against the wall with his mass. His claws scrabbled against her coat as he mounted her, causing her forelegs to tremble with the strain of supporting his weight, and he grabbed the nape of her neck firmly in his strong jaws, forcing a breathy moan from Rarity’s lips. She shivered in anticipation, feeling his teeth against her skin and his paws wrapped tight around her hips, her pussy winking madly in need.

It only took a second for the wolf to line his tip up with her entrance. He pressed forwards, easily sliding completely inside her with a single savage thrust.

Rarity’s eyes rolled back. She let out a loud moan, her forelegs dropping out from under her, but the wolf held her front end up with his bite, growling into her coat. Her marehood squeezed welcomingly around his shaft, and his cock flexed deep inside her in response, pushing back against her walls. He snorted, pulling back as Rarity’s pussy clenched around him, her inner walls rippling across his length and following him out before finally relaxing.

He began to fuck her with a brutal but measured pace, hips smacking against her springy ass with loud, wet slaps. Rarity kept herself fit, but she didn’t burn fat like Rainbow Dash; her rump was tight but soft, hugging warmly around the wolf’s cock whenever he hilted and then bouncing back, the thin layer of fat rippling on impact. Her full teats bounced together between her legs and her clit winked out with every squeeze of her pussy, the fat nub planting wet electric kisses against his swaying balls.

All pretense of composure quickly vanished. Within seconds Rarity had gone from a cocky, discerning mare to a wailing whore, her mouth hanging open dumbly and her voice letting out a constant stream of loud, lusty screams. The wolf pushed her face up against the wall, ruining her meticulously styled mane and causing her head to bump against it with every thrust, but she was too busy riding the waves of ecstasy rocking her body to even think of complaining.

The wolf rutted her into the wall with wild abandon, channeling every ounce of the tension built up from her seemingly endless teasing into his powerful thrusts. Rarity’s first orgasm rocked her within thirty seconds; she screamed, her forelegs coming up to grip tightly at his paws and her hind hooves scrabbling across the crystal floor. He fucked her through it without slowing, holding her ass up with the force of his pounding, driving the breath from her lungs with each thrust and causing her voice to stutter and stumble. Hot marecum spurted past his throbbing girth and splattered onto the floor and into their fur, mixing with the layer of sweat already coating their bodies.

Her marehood clenched down even tighter as she rode the orgasm, trembling around his shaft and squeezing towards his tip as if to milk the cum from his balls. He huffed and snorted into her neck, tightened his grip on her hips, and pushed her head down to the floor.

Rarity could barely breathe anymore. Every time she tried to gasp in a lungful of breath it was driven out of her by the wolf’s fat cock slamming home or another full-bodied moan of pleasure escaping unbidden from her open mouth. Her tongue lolled out against the floor and her eyes lidded with thoughtless lust. When her first orgasm finally finished, she had just enough presence of mind to blink and refocus her eyes, spotting both Rainbow and Twilight watching intently from the bed. They were wrapped in each other’s hooves, moaning into each other’s mouths while they watched her scream like a common whore.

Her cheeks flushed red with shame, and then the wolf’s cock sent her into another orgasm mere seconds after the first. She moaned and let her eyes roll back again, falling back into the mindless pleasure.

The wolf knew what he was doing to her, and he loved it. It was proper payback for her previous teasing, and as his sexual frustration from before was sated he began to focus more on his movements, switching from his fast pace to a slower, stronger rhythm. He’d pull back slowly before slamming home, lifting her kicking hind legs up off the ground and connecting against her ass with a resounding smack. Her marshmallow buttocks grew red and sore, her carefully styled tail losing shape and draping messily over her back.

He was practically fucking through her, grinding against her winking pussy whenever he hilted. He formed his cock to perfectly fit her passage, filling her out completely when he sank into her trembling body, just enough to ache without hurting. A tight knot of pleasure took shape at the base of his shaft, and it inched up towards his tip as he pounded her into the floor. He snorted, his rhythm beginning to lose shape as her convulsing marehood pulled him towards orgasm, begging for his seed.

Rarity had lost count of her orgasms. Her mouth was dry, her heart was beating against her chest like a drum, her ass was stinging, and her pussy was already sore from the constant clenching around the wolf’s huge girth. She’d screamed herself hoarse, her voice reduced to a steady stream of unbecoming grunts and quiet moans. But she knew when a male was about to cum; she could feel it in the way his grip tightened around her hips and how his pace began to stagger, the heat of his breath on her neck and the slight swelling of his cock.

“D-do it,” she stammered, twisting her head back to meet his gaze. She stared into his eyes intently, struggling to speak through her moans. “Breed me. C-cum for me. F-fill me!”

The wolf groaned, losing all sense of rhythm. He managed two more sloppy thrusts as his balls tightened up, only half pulling out, and then buried his cock deep into her pussy. His knot swelled up, sealing him inside and driving a deep grunt from Rarity’s throat from the sudden increase in pressure, and then his cock gave a powerful flex inside her as he pumped the first rope of thick cum into her needy body.

Rarity let out a gurgling groan, her eyes rolling back and her lips twitching up into a dumb, open-mouthed grin as she felt the warm cum settling inside her, satisfying her primal urge to be bred. She moaned long and hard, pussy clenching tight in a final orgasm, massaging up his length from base to tip and squeezing every drop of cum from his throbbing shaft.

The wolf’s legs shook. He huffed, finally letting go of her neck and hugging her tight against him. He grunted, eyes fluttering, grinding his hips against her as his cock throbbed, spraying shot after shot of cum into her core. With his knot sealing her pussy tight, there was nowhere for his seed to go but in, and the building pressure forced it into her fertile womb. Rarity brought a shaky hoof up to feel her swelling belly, the warmth filling her and radiating out to the tips of her hooves.

They stayed like that for a long moment, the wolf and his whore, until finally the stream of cum faltered to a stop. He grunted as her pussy milked the last drops from him, a hot mix of marecum, sweat, and pre coating his tender balls.

Finally he collapsed on top of her, nibbling softly at her ear. “So,” he panted, grunting as his dick gave a weak twitch. “Was that animal enough for you?”

“Oh, m-my,” Rarity breathed. “I’d just about f-forgotten you could talk.”

“Sweet fucking Celestia!” Rainbow exclaimed, shooting up off the bed. “Twilight, get his dick ready again! And you, pull yourself out of that mare and fuck me or I swear I’m flying out there and riding the first cock I find!”

Max sighed. Work, work.

Author's Note

Commissioned by an anonymous user!

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