Chapters A Perfectly Designed Test
The castle had a scent hanging about it.
It was easy to recognize; everypony knew the smell of a mare in heat. It had a pungent sharpness to it, and it drifted through the air like an invisible pin, prickling at your nose in a way that made your ears perk up and your nostrils flare, and next thing you knew you were looking around for the source, pulled along by the baser instincts that civilization hadn’t quite ironed out yet.
Heat season was annoying that way, even if you weren’t one of its primary victims. Focusing on anything became immensely difficult when every breeze carried a chance of shattering your concentration, and it was even worse for those that lived in herds—at least until the stallion came home, scratched all relevant itches, and everypony had a nice shower to wind down.
But Rainbow Dash’s herd didn’t have a stallion.
This came with some problems, chief of which was the absolute lack of any lasting relief from the heat. Some vigorous lovemaking with her partners would quench her desires for a few hours, sure, but heat season lasted weeks. Weeks of being cooped up in the castle with her lovers, all three mares brought together by the overwhelming demands of nature, given no recourse but to give in to wild sessions of breathless fucking every dawn and every dusk, and sometimes around lunchtime too, with only brief respite during which to actually get anything done.
“Really,” Rainbow thought to herself as she lay on Twilight’s massive bed, collapsed in a pile with the two mares she loved more than anything in the world, her thighs burning from exhaustion and her head tingling with the afterglow of orgasm, “I don’t know how much longer I can keep this up.”
She’d never admit as much, of course. She had a reputation to uphold, and part of that reputation was being ever-at-the-ready to please either of her mares.
The sheets rustled as Rarity rolled over and began nibbling idly at Rainbow’s ear. “Did either of you have plans for dinner?” she asked, voice weak with drowsy contentment. “I thought perhaps we could go out tonight, get some fresh air.”
Twilight yawned. Her hoof twitched, rubbing pleasantly across Rainbow’s outstretched wing. “Spike wanted to—” she yawned again, a cute, squeaky noise that made Rainbow smirk “—make a casserole tonight.”
“No offense to the dear, but he makes casserole almost every night.” Rarity cooed as Rainbow nuzzled into the soft fluff under her neck. “Surely he’d appreciate having the castle to himself for a little? He could invite Big Mac over, and they could play their little board game.”
“Mm, Big Mac.” Twilight let out a husky giggle. “Maybe he’ll be here when we get back, too…”
Rarity scoffed. “Darling, please! He’s well spoken for, already, and most likely exhausted at that. We shouldn’t intrude.”
Twilight groaned. The heat always hit her the hardest, and she tended to get a little dopey as a result. “But Big Mac…”
Rainbow tuned them out, their good-natured back and forth fading away as she drank in deep breaths of Rarity’s sweat-muddled perfume. They knew she’d eat pretty much anything put in front of her, so they rarely bothered including her in their discussions concerning dinner, and that was just how she liked it.
How did she ever get so lucky to live like this? Well, the answer to that was obvious, of course—she was just that awesome. But even still, if she’d gone back in time and told herself ten years ago that she’d not only be an ace Wonderbolt but also be married to the two most wonderful mares in Equestria, she’d have been a little skeptical at least. One mare could only hold so much awesome, after all.
Did she even have any goals left? Major goals, not the little things like setting new records at training or expanding her insatiable collection of sporting medals and Daring Do books. Her brow furrowed as she thought on it, and she hummed as she felt Twilight stroking a hoof across her back. She’d run out, hadn’t she? She was content.
That just wouldn’t do. She needed some impossible goal in front of her at all times, or else she’d lose her edge, and she didn’t even want to think about that. But what goal could she possibly set that would challenge her, Wonderbolt extraordinaire, fastest feather in the bedroom, the top-top in a three-way marriage between an alicorn princess and a national businessmare? She was so incredibly radical that there just wasn’t anything left to reach for.
Was it even possible for any pony to be more awesome than her?
Her eyes widened. Maybe it was. Maybe a pony trained from birth, coached by her all through their youth, brought up to be a new generation of unprecedented awesomeness.
That was it, then. That would be her new goal—to have a foal that would do the impossible: being even more awesome than she was.
“Rainbow, are you well?” Rarity’s concerned voice broke through her reverie. “You’ve gone all stiff.”
Rainbow pulled her head out of Rarity’s fluff with a triumphant grin. “We should have foals!”
For a moment, nopony said anything. It suddenly occurred to Rainbow that her wives might not agree with her.
Twilight cleared her throat. “Um.”
“This is rather sudden, darling.” Rarity slid back so she could look Rainbow in the eye. “Where is this coming from?”
“Well, uh.” Rainbow let out a nervous chuckle. What if they said no? She wasn’t good at convincing ponies! “I guess I was just thinking that with the three of us together, we could raise foals even more awesome than me? And that’d be… really cool?”
Again, the silence. Then Rarity’s eyes began to water and her muzzle scrunched up, and she lunged forwards and pulled Rainbow into a tight, energetic hug. “Oh, Rainbow Dash! I think that might be the most romantic thing I’ve ever heard you say!”
Rainbow blushed, and she struggled for a moment before giving in with a huff. No doubt Rarity was going to go all around Ponyville talking about how romantic and sappy Rainbow was now, and Rainbow would have to work overtime doing cool tricks and telling stories so that ponies didn’t get the wrong idea.
Twilight giggled as she joined the hug, leaving Rainbow sandwiched between her wives. “That’s very sweet of you, Rainbow. And a huge relief!”
Rainbow’s brow furrowed. She squeezed her muzzle out into the open so she could talk. “A relief?”
“Oh, definitely!” Twilight nuzzled into Rainbow’s cheek, making the pegasus’s blush deepen. “Rarity and I have already talked about foals, actually. We’ve been trying to figure out how to open you up to the idea, but it turns out we didn’t need to!”
“O-oh. Sweet.” Rainbow grinned, glad to be past the moment of uncertainty.
There was a flash of magic, and Rainbow’s coat tingled as Twilight suddenly popped out of existence. A few seconds later she re-appeared at the foot of the bed, accompanied by a pair of chalkboards on stands, a stack of note cards, and a piece of chalk.
Rainbow’s eyes widened as Twilight began to scribble furiously on the chalkboards, talking all the while. “I’ve done a bit of thinking on the subject already, actually,” she began. “We’re all busy mares, after all, which would make it difficult to give foals the proper attention to ensure they have a good upbringing, but I’m confident that I can schedule in the time they need. Of course I’ll need you to finally get me your schedule, Rainbow Dash, but I’ve already drawn up a few preliminary itineraries that—with some help from Spike and Pinkie Pie—will let us all get sufficient quality time with our children.
“I’ve also been putting some thought into names.” She switched to another section of chalkboard, jotting out names in a neat list. “Rarity and I have discussed it some, but I’ll need your input, too. If you can submit to me a list of your favorite names, rated on a multi-dimensional scale for—”
“Whoa, whoa, whoa!” Rainbow shot off the bed, getting between Twilight and the chalkboards while she still could. “What the hay are you talking about? We don’t even have the kids yet!”
Twilight blinked. “Rainbow, we have to be prepared before we bring foals into this world. What if some scheduling error keeps us from picking them up from school? Chaos like that makes for bad formative memories!”
Rarity giggled as she slid off the bed, coming up to Twilight’s side. “I think what Rainbow means to say, dear, is that we have plenty of time to discuss the finer details of parenthood.” She slid a hoof around Twilight’s shoulders and gave an affectionate squeeze. “And unless you intend to wait another year, perhaps we should focus on more practical aspects of the arrangement, first?”
Twilight frowned. “Practical?”
Rainbow nodded. “Yeah, y’know. Like getting knocked up?”
“Rainbow, please.” Rarity rolled her eyes. “Do you really have to use such vulgar terminology?”
Rainbow arched a brow. “Wait, what do you call it?”
“That’s not important!” Twilight said with sudden urgency. “Rarity’s right, we’re low on time! We need to start looking now if we’ll have time to get interested stallions through the selection process!”
“Selection process?” Rainbow groaned. “That sounds like it’ll take forever!”
“We can’t rush something like this, Rainbow,” Twilight chided. Her horn glowed, and the chalkboards vanished with the pop of teleportation. A pair of saddlebags appeared around her barrel a moment later, packed to the brim. “Now, I’ll go around town and put up some advertisements, and we can conduct interviews starting in the morning, so—”
Rarity interrupted her with a polite cough. “Twilight, my sweet, you are aware of Pinkie’s heat parties, are you not?” She smiled as Twilight looked back at her with a confused frown. “She holds them every year, you know. We can just go down to Sugarcube Corner, and just about every eligible bachelor in town will be there for our perusal. Plus we can get some of those delightful little heatcakes of hers.”
“Oh. Okay!” Twilight grinned, already making for the door. “Let’s go, then!”
“Wait!” Rarity gasped, racing to block Twilight’s path. “Not yet! I need to get dressed!”
Rainbow sighed and drifted back onto the bed. This was going to take a while.
Two hours later, the three mares made it to Sugarcube Corner.
The sun had just dipped below the horizon, leaving only the last trailing rays of orange light to trickle out into the night sky, and the streets of Ponyville were lit with the soft, flickering glow of lamplight. Sugarcube Corner would normally be closed at this time, but during heat season Pinkie hosted more adult parties for her clientele, providing a space where mares in need of relief could go to find stallions interested in providing it. Colorful light leaked past the shut curtains, hinting at the activity inside.
Rainbow flew lazily in the rear of the trio, letting her wives take point. Twilight was muttering under her breath as she filled out a levitating notepad before her, while Rarity had her head held high, every step measured to compliment her dress and makeup, exuding an energy of confidence and mystique.
So to summarize, they were both looking beautiful. But that was the kind of thought Rainbow liked to keep to herself.
The lights were low as Rainbow landed and followed her wives into Sugarcube Corner, leaving plenty of shadowed corners for enterprising couples to flirt before making off to quieter places. Pinkie had replaced the lampshades with colorful rainbow filters that spun slowly in place, painting the room in a kaleidoscope of gradually shifting hues, and the jukebox next to the door was playing quiet, intimate music that both faded into the background and provided enough noise to let one whisper dirty things into another’s ears without feeling exposed. Most of the patrons were mares, of course, some dressed up to accentuate their favorite features while others went plain and others still took a more direct approach, curling their bodies around wide-eyed stallions with tails raised up high. Several stallions were mixed in as well, many already displaying prominent erections, their eyes lidded either in some attempt to appear attractive or due to the heady scent of heat that hung heavy in the air.
Rainbow licked her lips as her eyes darted between them, already imagining pinning them down beneath her and riding them until her legs gave out. It had been long enough since the last session with her wives that her own heat was already tingling between her legs again, and the faint aroma of musk that sometimes pierced the overwhelming mare scent was more than enough to make her tail twitch.
“Hi, girls!” Pinkie appeared out of nowhere, mane frazzled and cheeks flushed as she balanced a tray of drinks on her back. “I wasn’t expecting to see you three here!”
“It’s somewhat a spur of the moment thing, darling,” Rarity said. She smiled as she levitated a trio of colorful drinks off Pinkie’s tray, distributing them among her lovers, before leaning in close with a conspiratorial whisper. “We’ve decided we’re ready to have foals.”
Pinkie gasped, eyes going wide and haunches dropping to the floor with a wet slap. “Oh, that’s amazing! Are you here to celebrate? You should’ve told me ahead of time so I could’ve planned something! I have drinks, and cake, a megaphone, so you just say the word and—”
Twilight put a hoof over Pinkie’s lips. “No celebration yet, Pinkie. We need to find a stallion, first.”
“Ohhh, that’s why you’re here!” Pinkie gave a few exaggerated nods. “That does make a lot more sense! Well, feel free to take your pick! I can give you a few recommendations, too, and I’ve got a studbook with all my regulars in it, so you can just call them up and invite them over if you want to!” She grinned and nudged Rarity with a suggestive wink.
“Thanks, Pinkie, but I need to vet these stallions myself, first.” Twilight scanned the room before pointing out an empty table. “We’ll be over there. Let everypony know that we’re looking, and I’ll ask them some questions when they arrive.”
“Okie dokie lokie!” Pinkie was already bouncing in place as she turned away, tail buzzing with excitement, and disappeared back into the crowd.
Rainbow had been a little anxious when she heard Twilight mention “asking some questions,” and it didn’t take long for her fears to be realized. Soon a line of stallions took shape in front of their booth, all hoping to bed the most awesome throuple in Equestria.
And by Celestia, Twilight was ruthless.
The questions never stopped. Every time Rainbow thought she’d figured out the system behind Twilight’s interrogation, some new line of questioning would throw both her and the stallion for a loop. There were a few times where a promising stud approached them, all grins and muscles, and just as Rainbow was sneaking peeks under his barrel, Twilight would send him away. The hours dragged on, and Rainbow’s memory of each minute blurred together as she struggled to remain focused.
“What would you estimate your ejaculate volume to be? Do you have any recent measurements of viscosity, in centipoise?”
“Could I please see a copy of your family tree, with annotations for tribe and colors?”
“How many pigeons do you think you could carry? Canterlot pigeons. Well, I guess you could answer in Ponyville pigeons, but I’ll have to lookup their average mass later.”
“Given a choice of erotic asphyxiation, do you prefer automatic or manual?”
And all Rainbow could do was sit and gape, eyes growing ever wider, as the same question echoed in the back of her mind. What in Celestia’s name was a centipoise?
Finally the line came to an end, the last interested stallion sighing dejectedly as he ambled out the door. Sugarcube Corner was all but empty by then, with only a few mares still hanging around to nurse their drinks. Pinkie came up to their table with a wide grin, half the colored lampshades stowed on her back.
“So how’d it go?” she asked. “Oh, oh, who’d you pick? Can I guess? Let me guess!”
“She didn’t pick anypony!” Rainbow tossed her hooves up in exasperation. “This whole night has just been one long tease!”
“I can’t pick just anypony, Rainbow!” Twilight shot back. “We’re talking about the father of our foals, here, and that’s not a decision you can take back!”
“I’m beginning to wonder if it’s a decision we can make, either,” Rarity said dryly. “Some of those stallions were quite well-off, and handsome to boot.”
Twilight growled. Her horn glowed as she scooped up the mess of paper she’d sprawled over the table, stuffing it all back into her saddlebags and standing up. “You girls get some rest,” she said, and a sudden hardness came over her face. “I’m going to go find us a proper father for our foals.”
She marched out into the street without looking back, leaving Rainbow, Rarity, and Pinkie all looking between each other in confusion.
“Oh, heavens,” Rarity said. “She’s going to interrogate every stallion in town, isn’t she?”
“I found him!”
Rainbow woke with a start, momentarily confused as she found her face buried somewhere warm, fuzzy, and damp. Then Rarity stirred, rolling onto her back, and Rainbow remembered that they’d fallen asleep under each other’s tails after getting home last night.
The muffled sound of the front door slamming shut was still echoing around the halls as she lifted her head, squinting up at the sunlight streaming in through the bedroom window. What time was it? Had Twilight been out all night?
Her question was answered by the bedroom door being flung open. Twilight Sparkle jumped into sight, mane frazzled, jaw clenched, eyes wide with neurotic energy. Her tail was flagged high, and a thin sheen of sweat gleamed on her coat.
“I finally found him!” she announced. “He passed all hundred and sixty-nine tests!”
Rainbow blinked, taking in her wife’s disheveled state. It looked like she’d been teasing herself all night.
And then it occurred to her that vigorously vetting potential suitors lined up pretty well with Twilight’s ideal of foreplay, so that explained that.
The stallion that stepped through the door was just about the last thing that Rainbow expected. The first thing she noticed was that he very clearly wasn’t quite pony. He had visible holes low on his legs, and a curving, jagged horn that immediately reminded her of changelings. But then he didn’t look like any changeling she’d seen before, either—his eyes had rosy red pupils and his head was crowned by a wavy mahogany mane, like a pony’s. Instead of chitin he had smooth, wine red fur, and instead of the translucent, insectoid wings of a changeling, a pair of fuzzy black-and-yellow moth wings swept back from between his shoulders.
And he was tall, too.
“Good afternoon,” he said, offering up a toothy smile and exposing a small pair of fangs. “I’m Maximillian, but you fillies can call me Max.” He stepped forwards, his eyes openly roaming over Rainbow and Rarity’s bodies. “I heard you ladies needed some help.”
Rainbow looked first to Twilight, then to Rarity, where she saw her own surprise reflected back at her.
Twilight didn’t seem to notice their confusion. “He’s a mothling!” she began, grinning ear-to-ear. “Did you know there’s actually several varieties of changelings that originate from the Badlands? Max here was just passing through on his way to Canterlot, and he’s perfect for our needs!”
Rarity slid off the bed, stumbling briefly before bouncing back up with her usual poise. “Just out of curiosity, is he the only one that passed all your tests?”
“He is!” Twilight grinned as if this was a great accomplishment. “The system was perfect! It disqualified every stallion in Ponyville except for one!”
“The one stallion who… doesn’t live in Ponyville and was just passing through?” Rarity asked.
Twilight shrugged, already making for the bed. “I didn’t design it to select for local residency! Now then, let’s get started, because by Celestia I am so worked up right now.”
“Whoa, whoa, whoa!” Rainbow rolled out of bed, flicking her mane and fixing the mothling with an appraising glare. “He has to pass my test first.”
“Wait, what?!” Twilight groaned before slumping down onto the bed. “You should’ve told me you had a test, Rainbow! I could’ve worked it in!”
“Nuh uh,” Rainbow shot back. She stared him down as she marched up to him, forced to crane her neck to keep eye contact. He stood head and shoulders taller than her, but she wasn’t going to let that keep her from putting him through her own test.
Several long seconds passed as she narrowed her eyes, never looking away. She wasn’t quite sure what she was looking for, but that kind of thing had never stopped her before. To his credit, Max didn’t back down. He held her stare with a small, lopsided smile, as if he found her posturing cute—the kind of thing Rainbow liked, but would never admit.
With the first phase of the test complete, Rainbow moved her gaze lower. She cocked her head as she peeked under his legs.
Rainbow’s eyebrows shot up. As composed as Max was acting, from this angle it was obvious that the heavy stench of mares in heat was doing a number on him. He was already spilling out of his sheath, exposing a thick, gently curving shaft with a tapered tip, his girth accented by four medial rings spread evenly across his length.
She could smell it from here—practically taste it. She licked her lips as she saw his balls nestled tightly in place, and her tail twitched up.
“Alright!” She turned quickly, a wide grin on her face. “He passes!”
Twilight let out a sigh of relief. “Oh, thank Celestia. Did you have any tests, Rarity?”
Rarity, who had by now shook off the last of her grogginess and was leaning against the bed with a seductive sizzle in her eyes, bit her lip. “To be frank, darling, after passing both of your rigorous requirements, I think the poor dear deserves some relief.”
Author's Note
Commissioned by an anonymous user!
Like our style? Hit us up! We'll write anything that doesn't involve feces, and draw anything that doesn't involve feces or feet!
Max could barely believe his luck.
He had only been planning on stopping in Ponyville for a couple days on his way to Canterlot, and that second day only got added when he’d arrived and found out that one of the princesses lived nearby. A brief tour, sample some local food, and maybe get some pictures of the crystal castle, and then he’d be on his way.
And then the princess herself had knocked on the door to his hotel room, wide-eyed and sweaty, blabbering about tests and prodding at him from every side, and he wasn’t really sure about the protocol when royalty was acting that way. So he hadn’t immediately run away, and a few hours later here he was in the core of the castle, struggling to focus past the tri-flavored fuck-me mare scent hanging so heavy in the air he could practically taste it, with three beautiful, grinning mares leering at him from their bedside.
He’d heard that Ponyville was a little wacky, but this was just unprecedented.
The gorgeous white unicorn—Twilight had briefed him thoroughly on her wives, so he quickly remembered her name to be Rarity—stalked towards him with a sensuous sashay.
“You look a little pent up, my sweet,” she cooed, rubbing a hoof against his chest. She hesitated a moment, perhaps surprised to feel the hard chitin under his fur, but her smile was back in an instant. “I hope our natural perfume isn’t too much for you, hmm? It can be so hard for the three of us sometimes, all alone in here with no stallion to do what nature demands.”
Max smiled back, trying not to imagine how she’d look on her back. He failed, and his cock twitched in appreciation. “Well, that’s what I’m here for.”
“Mm, how splendid.” Rarity drew closer, and he shivered as she nuzzled against his neck. She wrapped a hoof into his mane and tugged his head down with surprising force, her breath hot in his ear. “Are you a brute , Max? Just look at you, all muscles and other hard things, big enough I imagine you could hold any of us down with ease. Do you have any self-control at all, I wonder?” Her horn glowed, and Max clenched his jaw as her magic trailed gently down his length before wrapping around his balls with an appraising squeeze. “I’m quite surprised you haven’t taken hold of me already, speared me on this beautiful rod of yours, filled me up with your hot seed while I pant and twitch helplessly beneath you.”
Max huffed, taken aback by the sudden forwardness. His smile became dazed as she wrapped herself around him, every contact sending a little thrill up his spine. Was this another test? He looked towards Rainbow and Twilight, seeking guidance.
Rainbow rolled her eyes. “Rarity, quit teasing him!”
“Teasing?” Rarity asked innocently, looking back without letting him go. “Whatever do you mean?”
“You know exactly what I mean!” Rainbow flew up to his side opposite Rarity, pulling him away. “You’re wasting time! C’mere, you. I want that hunk of meat inside me!”
Rarity only wrapped herself even tighter around him. “Rainbow Dash, such vulgar language! That’s no way for a mare to talk!”
“Oh, please! I may not be able to hear what you were whispering into his ear, but it’s probably way worse than that!”
“What a lady whispers into a gentlecolt’s ear is between him and her and nopony else, but I can assure you it was entirely civilized!”
Max grimaced as the mares fought over him, jerking him this way and that. Honestly he wasn’t quite sure which one he wanted to win; on one side he had a cruel seductress that seemed like she was going to tease him until he burst, but on the other—the fire in Rainbow’s cerise eyes hinted at a physical wringer that would leave him sore for days.
His fur tingled, and an instant later the world disappeared in a flash of lavender. He blinked in surprise as he found himself suddenly across the room, standing behind Princess Twilight, who was leaning over her bed with tail flagged high.
“Enough!” she snapped, brushing her tail across Max’s nose as she chastised her wives. “I found him, so I get him first!”
Rarity was still looking at the empty space between her hooves when Rainbow shot up into the air. “I call second!”
“Wh—Rainbow!”
Max stopped listening as Twilight flagged him with her tail again, the piercing scent of her lust grabbing his attention. She looked back at him with lidded eyes and gave her rear a little shake, drawing his gaze to the honeypot under her tail.
Max licked his lips. Twilight’s marehood was flush with arousal and dripping wet, the swollen purple lips parting in a beckoning wink that revealed the glistening pink inside, and his cock flexed beneath him as he leaned in to taste her.
She let out a soft moan as he pressed his lips against her heat, the tang of her arousal lighting up his tongue. He hummed into her, grinning as she shivered in response, and ran his tongue firmly up her slit, from the firm nub of her exposed clit all the way up to the flexing muscles of her entrance, before pressing it inside her.
She grunted, clenching around his tongue and pulling it deeper inside. His ears flicked at the tinkle of magic, and a second later he found himself being pressed firmly up against her, little groans of exertion escaping her as she ground her marehood over his muzzle.
“Hey, are you two not fucking yet?” Rainbow asked from somewhere above him. “Whatever, I’ll warm him up!”
Max wanted to pull back and ask what she meant, but it was impossible to escape the iron grip of Twilight’s magic, so he settled for exploring her insides with his tongue. Her pussy continued to flex around him, leaking more and more with each breath, and soon there was a constant stream of thick arousal dripping from Max’s chin, splattering against the crystal floor between his hooves.
Out of the corner of his eye he spotted Rainbow slipping beneath him and rolling onto her back, and the meaning of her words became clear as he felt a warm mouth wrapping around the tip of his cock. He groaned, eyes losing focus as Rainbow’s tongue pressed against him, and then shivered at the feel of a second set of plush lips kissing sweetly at his balls.
Rainbow pulled off his length with a loud pop. “Rarity, what the hay? I got this!”
“Did you expect me to just sit and watch, darling?” Rarity asked from under his tail. “There’s plenty of him to go around, you know. Goodness, just look at it all!”
Thankfully, they didn’t feel the need to converse further. Both mares returned to their ministrations, leaving Max to twitch with pleasure as the powerful scent of Twilight’s heat muddled his thoughts. Rainbow pushed herself further up his length, gagging quietly around his second medial ring, and brought her wings up to caress down to the base of his shaft. Rarity continued to kiss and lick at his balls, sometimes pulling one between her thick lips to suckle at with quiet moans. Twilight’s magic stayed firm at the back of his head, and he ate her out dutifully, swallowing down the heavy drops of lust he licked out of her core and taking in quick, heat-fogged breaths through his nose whenever he could.
Every part of his body lit up with pleasure. Every motion sent a fresh wave of ecstasy through his mind. He could barely think through it all, but his body knew what to do without his guidance. So he licked and twitched and pumped his hips against Rainbow’s face, listening to the music made by their collective moans and the wet shlicking as Rainbow and Rarity played with themselves beneath him, and the pressure built in his balls, pushed higher and tighter with every hot muscle wrapped around him as his body yearned to breed the wet hole swallowing around his cock.
His orgasm hit him so hard he could barely keep standing. He groaned into Twilight’s cunt, eyes rolling back as the pressure in his groin finally found release, pumping a thick shot of cum down Rainbow’s throat. She gagged beneath him, falling back, and he humped into the air with shuddering moans, spraying the rest of his load with no thought for where it might land.
“Hey, hey—ach!” He was vaguely aware of Rainbow sputtering beneath him. “Sweet Celestia, stop!”
Twilight finally pulled his head out of her cunt, looking back curiously as the last waves of his orgasm rocked through him. “What’s going on?”
“He came all over me!” Rainbow said, and then added in a lower, breathy voice. “Fuck, he came all over me.”
Meanwhile, Rarity continued to lick at his balls. He felt her magic wrap around his cock and squeeze, and he shivered as she pushed the last drops of his cum out of him.
“Wait, he came already?!” Twilight released her magical grip as she slid off the bed, leaving Max to slump weakly against it. “That was supposed to go in me!”
Rarity finally popped off his balls with a quiet titter. “Goodness. I suppose we all got a little carried away, didn’t we?”
Max came down from his high enough to realize what was happening around him. He stumbled to the side, nearly tripping over Rainbow, and got a good look at what he’d done.
All three mares were watching him with undisguised lust. Rainbow was still on her back, wings and legs splayed out, one hoof rubbing at her marehood while the other did slow circles in her chest fluff. She was covered in cum almost head to tail, thick white trails dripping down her sides and pooling around her. She licked her lips, and he gulped.
“Twilight, dear,” Rarity began, mouth open and chest heaving. A small pool of marecum glistened on the floor beneath her. “You do have a spell for this, don’t you?”
“Don’t worry, I came prepared.” Twilight’s horn glowed, and Max shivered as a strange sensation passed over him. His softening cock suddenly began to firm once more, and he winced at a tingle in his balls, suddenly almost sore as if he’d been pent up all week. “Let’s make sure we don’t have any more accidents, alright, girls?”
They grinned, and Max gulped. He would definitely be sore after this.
Author's Note
Commissioned by an anonymous user!
Like our style? Hit us up! We'll write anything that doesn't involve feces, and draw anything that doesn't involve feces or feet!
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!
Like our style? Hit us up! We'll write anything that doesn't involve feces, and draw anything that doesn't involve feces or feet!
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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