“Rainbow Dash,” Starlight said carefully. “What’s going on here?”

“I don’t know!” Rainbow blurted. “I was just helping Twi with some lame spell and then she cast it and I got this thing between my legs and it kept twitching and I couldn’t stop thinking about how feathering sexy she was! And then I messed up and kinda maybe accidentally told her to lift her tail and for some reason she listened, and one thing led to another and next thing I knew I was buried twelve inches under her tail and oh Celestia, sex with a penis feels so good!”

Twilight snickered, rolling onto her back and rubbing a hoof across her slit. “Really good.”

Starlight blinked. “Hold that thought.” She trotted over to Twilight’s desk, narrowing her eyes down at her notes for a few seconds, then let out a little chuckle. “Oh, that’s kinda funny, actually.”

“What’s funny?” Rainbow flew to her side and leaned over her shoulder. “What is it?”

“See this rune here?” Starlight pointed at something, but for all Rainbow knew about magic she might as well have been pointing at a blank sheet of paper. “That’s Coles, but I’m pretty sure she meant to put an Animo. It’s a really easy mistake to make, they look so similar.” She laughed again, shaking her head at the paper in bemusement. “Trust me, I’ve made the same mistake before.”

“But what does that mean?” Rainbow asked. “Do you know how to fix it?”

“Well, yes,” Starlight said. “And it means you have a mind-controlling futa penis that both compels you to buck everyone you meet and compels them to, y’know, try and buck you back. And they listen to whatever you say, too, which is pretty neat!”

“What.” Rainbow shook her head. “So is this, like, permanent?”

Starlight shrugged. “It’ll go away eventually. I could take it off myself, too, but you wouldn’t want that, would you?”

“Uh.” Rainbow looked away, considering her options. The whole penis thing was really weird, but then she thought back to that moment when she’d first hilted Twilight, that epiphany of purpose, when she’d known for the first time that she wanted to gather all of Ponyville into her own personal harem.

And wasn’t the penis supposed to be effecting herself, too? So really it would be Starlight’s fault if Rainbow bucked every mare in town.

Rainbow stiffened, suddenly realizing that Starlight could take her new stallionhood away at any moment. She turned back to the unicorn, blurting out the first command that came to mind. “Um, suck my dick!”

Starlight smirked. “Nice try, Rainbow, but unlike Twilight here, I cast a comprehensive set of warding spells on my person every morning, week, and month. Your futa magic won’t work on me.”

Rainbow hovered backwards warily. “Y-you’re not gonna take it away from me, are you?”

“Mmm, not yet, at least.” Starlight smiled, openly leering at Rainbow’s body. “I think we could have some fun with this first. Oh, that reminds me.” She turned to the door and sucked in a deep breath. “Spike!”

About two seconds passed before the drake called back a response, his voice muffled by distance. “Coming!”

“Starlight, what the hay!” Rainbow hissed, flying over to slam the door shut. “He’s gonna find us out!”

Starlight cocked her head. “Rainbow, you can just mind control him. Which I’ll need you to do, by the way, because that drake absolutely cannot take a hint, and he’s got a hemipenis. A hemipenis, Rainbow! You can help a gal out, right?”

Rainbow blinked. “You… want me to use my futa dick to mind control Spike into bucking you?”

“It’s the least you could do in exchange for me letting you keep it,” Starlight said with a little smile. “Oh, and we could visit our other friends after, too! I’ve been kinda curious about Fluttershy for awhile.”

Rainbow could only stare in shock as Starlight looked down, mumbling more names under her breath. This was insane. Why wasn’t Starlight going to stop her?

But it was also amazing. Her cock was already hardening at the thought of all the mares it could have, and as much as Rainbow knew it wasn’t right, she also really wanted to build that harem.

There was a knock at the door. Spike’s deep voice followed a second later. “Starlight, you in here?”

Rainbow made up her mind. She opened the door with a wide smile, dragging Spike inside before slamming it shut behind him.

“Whoa!” Spike looked around in confusion, his eyes widening at the sight of Twilight slowly playing with herself on the floor. He’d grown out as well over the years, now a little taller than Rainbow and with a wide pair of draconic wings. He’d traded his old baby fat for lean muscle, and his tail was now long and slender, hovering a short distance off the floor. “Is Twilight okay?”

“Uh, don’t worry about it!” Rainbow flew up in front of Spike’s face, blocking his vision. How did this futa magic work? Did he have to actually see her penis, or was it just enough for him to hear her voice? She decided to play it safe, rearing up and spreading her legs to expose her balls and trying not to collapse in embarrassment. “Look at my dick!”

Spike was already looking. His eyes unfocused and his mouth hung open. “W-wow. When did you get that?”

“Like twenty minutes ago,” Rainbow said. She glanced at Starlight and received an encouraging nod in response. “Um, Starlight wants you to buck her.”

“Wait, really?” Spike frowned. He reached a claw up to rub at his chin. “Huh.”

Rainbow waited for several seconds, but nothing more happened. He just stood there, entranced by her dick.

She rolled her eyes. “Spike, buck Starlight.”

Spike suddenly jerked up straight. He turned to Starlight, his eyes glazing over. “Wow, Starlight. I’ve never realized how beautiful you are…”

Starlight grinned, stepping up to him with her tail already twitching upwards. He was almost twice her height, but instead of craning her neck to look him in the eye she kept her gaze openly focused at his crotch. “Okay, Romeo, no need to sweet talk me.” She turned around and brushed her tail across his chest, sending a powerful scent of mare into the air. Rainbow’s eyes honed in on the glistening honeypot nestled between her legs, already wet with excitement.

Spike seemed similarly entranced. He knelt down, grabbing Starlight’s flanks in his claws and pulling them apart. She giggled, flagging his nose with her tail as her marehood winked invitingly. His tongue slithered out, long and thick, and he flicked the forked tip across her exposed nub, cutting her bemused laugh off with a quiet grunt.

“Spike, that’s very sweet of you, but there’s really no need,” she said, shaking her rear in his claws. “Can’t you see I’m already wet? If I wanted foreplay I would’ve gone for Maud, not—oh!”

She gasped as Spike’s tongue plunged into her pussy with a wet squelch, her forelegs buckling in surprise. She groaned and twitched, and Rainbow watched in awe as his thick muscle began to writhe and twist, no doubt tasting even the furthest reaches of Starlight’s core. He let out a low, content growl, and Starlight tensed, eyes screwing up, her breath coming in strained bursts.

“O-okay,” she moaned. “We can have some foreplay.”

Rainbow jumped as her cock twitched, slapping against her belly. Wasn’t there supposed to be a refractory period or something? Or maybe Big Mac had just made that whole thing up cause he was afraid of going a third round with her after Pinkie’s Nightmare Night party?

Her dick twitched again, interrupting her thoughts. Watching Starlight get eaten out so thoroughly had her achingly hard, and she needed some attention herself. She glanced at Twilight, but she wasn’t particularly interested in going for sloppy seconds so soon. Instead she trotted up to Starlight’s front half; with her head low to the ground and her muzzle open in pleasure, Rainbow saw the perfect opportunity.

Starlight turned her head away, closing her mouth. “Rainbow, I’m—ngh—not interested in—ooh—sucking you off.”

Rainbow frowned. That just wouldn’t do. “Spike, stop.”

Spike stood up immediately, his tongue sliding out of Starlight’s cooch with a long slurp. And then it kept on sliding out, and few a few more seconds, and Rainbow’s eyebrows disappeared into her mane as the tip of his tongue finally came into view, hanging down almost past his belly.

“Horseapples, Spike, when did your tongue get so long?”

He shrugged, but didn’t make any effort to pull it in.

“Hey!” Starlight whined. “I was using that!”

“Yeah, well, I want to use that,” Rainbow said, swaying her hips and slapping her cock into Starlight’s cheek. The unicorn gasped, mouth gaping in shock. “So start sucking, or I’m sending him to bed.”

Starlight narrowed her eyes, though the effect was somewhat dampened by the thick blue dick draped across half her face. “Do that, and I’ll take your dick away, and then you won’t get to buck anypony!”

Rainbow snorted. “You’re bluffing.”

“Am not.”

“Look behind you and tell me that again.”

Starlight frowned. She glanced behind her, and her jaw dropped.

Spike had straightened up while they’d been arguing, his throbbing double-erection now on display just an inch from Starlight’s rump. Two shafts, stacked one on top of the other, each a smooth, bright pink and crested with a tapered tip dotted with tiny curling barbs. They weren’t quite as long or thick as Rainbow’s, but they were impressive by their own right, and if the way Starlight stared and licked her lips was any indication, she wanted them inside her.

“Okay, fine,” she said, turning back to Rainbow with a flustered shiver. “I’ll suck you off, whatever. Just get those things inside me.”

Rainbow grinned. She leveled the flat head of her cock on Starlight’s muzzle, pressing it against her soft lips. “Spike, buck Starlight.”

Spike pulled back, spreading Starlight’s buttocks with his claws, and drew his hips back before thrusting forwards. Rainbow couldn’t see the contact from her position standing over Starlight’s head, but if the wet sucking sound, the subsequent splatter of juice against the crystal floor, and the way Starlight’s eyes bulged and her muzzle opened wide in a silent moan was any indication, she was feeling very full.

And as far as Rainbow was concerned, an open mouth was an invitation too good to turn down. She hooked her hooves around Starlight’s head, lined herself up, and pushed her cock as deep down her muzzle as she could.

Rainbow sighed, ignoring the sounds of Starlight gagging between her legs. A mare’s throat was a completely different experience from her pussy. It was rougher and tighter, squeezing around her length with a rhythmic retching motion that sent tingles of pleasure through her body. Starlight’s tongue pressed against the bottom of her shaft and flicked at her balls, slathering it in warm saliva.

Starlight gurgled something around Rainbow’s cock, and it occurred to Rainbow that she should probably let the mare breathe. She pulled back, her shaft slipping out of Starlight’s throat with a loud slurp. With her airway clear, Starlight immediately let out a loud, husky moan, and Rainbow—figuring she must have enough air if she was able to make a sound like that—thrust into her once more.

The air filled with the sounds of sex as all three partners settled into their rhythm. Starlight had adjusted to Rainbow’s girth, dutifully sticking her tongue out to lick at her balls and grinding her muzzle into her groin each time the pegasus hilted, swallowing around her cock to coax her towards orgasm. Rainbow kept her thrusts long and slow in response, slamming her balls against Starlight’s chin and then holding still for several long seconds, groaning her pleasure from the vibrations of Starlight’s moans and the wet ministrations of her tongue. She’d pull out briefly, just long enough for the unicorn to gasp in a breath, and then thrust inside again, and soon there was a messy curtain of drool and pre hanging from Starlight’s chin, dripping down to the floor.

Spike was far more vicious by comparison. His long draconic tongue lolled out as he slapped against Starlight’s ass, her fur damp with her own juices and meeting his scales with loud, wet smacks. He groped and kneaded at her flanks at the same time, his eyes drinking in her body with naked lust, and she would often tense or shudder as he pulled at her tail or paused his rapid thrusting to grind against her instead. He slid his claws down under her belly, hoisting her hind legs higher as he straightened up, leaving the mare to scream in delight as he began to pull her back in time with his thrusts, her hind legs spasming wildly in the air.

Rainbow licked her lips, feeling her shaft throb in excitement inside Starlight’s throat. “Spike, kiss me.”

He looked up, meeting her eyes, and leaned down, pressing Starlight’s ass into the ground with both hands. Rainbow did the same with the unicorn’s front end, using her head as a stepping stool so she could lean up and meet Spike’s scaly snout.

Rainbow’s eyes shot wide open as Spike thrust his tongue past her lips, the agile muscle exploring her mouth for only a moment before sliding down her throat with surprising ease. He began to rut her throat with his tongue, Rainbow’s mewls of pleasure muffled by his mouth clamped over hers. She lost her rhythm in Starlight’s mouth and then stopped moving altogether, simply standing over the mare and shuddering with her futa cock buried up to her balls.

The moment didn’t last long. Spike’s tongue slid out of Rainbow’s throat with a lewd slurp as he pulled back, his eyes rolling back and his mouth hanging open in a deep groan as he squeezed Starlight’s hips. Starlight pushed on Rainbow’s legs, and Rainbow staggered backwards, her cock popping out of the unicorn’s muzzle as she tried to keep her balance.

“Oh, buck!” Starlight squealed, her eyes screwing up. “He’s c-cumming!”

Even with Starlight’s high-pitched moans and the sound of her own beating heart loud in her ears, Rainbow thought she could hear Spike’s load being pumped into both of Starlight’s holes.

Starlight groaned as her belly began to swell, bulging out with the sheer volume of the dragon’s cum. Soon it looked like she was early into a pregnancy, a notable gut hanging down between her legs, and thick white seed began to spill out and trickle down her shaking thighs, pooling around her hooves. Still Spike continued to cum, his breath coming in strained snorts as he leaned down and clung tight to Starlight’s back. The unicorn’s whole body shook with a powerful orgasm, her eyes rolling back and her voice breaking, until finally she went limp under the dragon’s bulk, gasping for breath.

“Holy Celestia.” She coughed, hacking up a bubbly mess of cum that splattered into the spit already puddled under her head, “Oh, buck, I’m so full.”

Spike huffed. He lifted his head to nose through Starlight’s mane. “You smell so good…”

Starlight sighed and rolled her eyes. “Rainbow, can you get this big guy off me? I wanted a fuck, not a servant like Rarity has.”

Rainbow frowned. “But I didn’t finish yet!”

“What?” Starlight shook her head. “You just scraped my throat out and I’m spitting up cum and you’re telling me you didn’t finish?”

“I’m pretty sure that’s from Spike,” Rainbow said.

“Oh. Well, that’s kinda hot, I guess.” Starlight tried to stand, but Spike’s weight was too much for her. Her legs crumpled under her as she slapped back against the wet crystal with a grunt. “A little help?”

Rainbow’s stomped a hoof. “That’s not fair! I want to cum.”

“Oh, for Celestia’s sake. Do you want me to mind control you myself so you can mind control Spike, or can you just tell him to get off me?”

“Fine.” Rainbow crossed her hooves with an indignant huff, cock twitching in frustration. “Spike, get out of her.”

“Sure thing, Rainbow.” Spike stood up quickly, dragging Starlight along with him. She yelped as—for a brief second—she hung suspended by her ass and pussy, both holes hanging firm to the dicks lodged inside them. She let out a low moan as she began to slide down before finally popping free with two wet smacks, followed by a third when her swollen belly slapped against the crystal.

Starlight grunted as Spike’s cum began to stream out of her in slow bursts. Rainbow walked around to her rear, watching in awe as her marehood clenched and relaxed, spewing a seemingly endless stream of cum from its puffy lips. Her asshole was far less active; it gaped back at Rainbow, a trickle of cum dripping from its lower edge as it swallowed up the majority of Spike’s load.

“Phew. Wow.” Starlight groaned as she stumbled to her hooves, horn glowing. There was a flash of magic, and her belly returned to its normal size. “That’s gonna come in handy later. Heh.” She looked back with a foalish grin. “Come in handy, get it?”

Rainbow blinked. “Huh?”

“Dragon cum,” Starlight explained. “I mean, I mostly just wanted him to fuck me, but I’d be lying if I said I wasn’t gonna put his produce to use later.”

Rainbow considered this for a moment. Her dick twitched insistently. “So can I buck you now?”

“What? No, thanks.” Starlight looked around, her eyes alighting on Twilight. “Can’t you just use Twilight instead?”

“But I already bucked Twilight!” Rainbow groused. “I want something new.”

“Hmm.” Starlight rubbed a hoof to her chin in thought. After a second she froze, slowly pulling the hoof back and curling her lip back at the frothy mess she’d just rubbed off her face. “Okay, what if you tried her ass instead, then?”

Twilight giggled. She rolled over and bit her lip, looking up to Rainbow. Her pupils had returned to their normal shape, but there was still a soft pink glow behind them. She spoke with a dopey grin, her speech slow and slurred. “Yesss, please, take my ass.”

Rainbow shrugged. It was a new hole. “I guess I could do that.”

“Oh, actually!” Starlight perked up with a sudden smile. She waved her horn, and another flash of magic forced Rainbow to look away. When she looked back, there was a throbbing dick between Starlight’s legs. “I suppose I should take this opportunity to rut Twilight while I can.”

“Whoa, hold up,” Rainbow said, stepping in front of her. “How am I supposed to cum in her ass if you’re cumming in her pussy?”

“Really? I have to spell this out for you?” Starlight sighed as she lay on the floor next to Twilight. “Here, look. Tell her to get on top of me.”

“Twi, do what she says.”

“Whatever you say, Rainbow.” Twilight licked her lips, rolling onto Starlight’s belly and smiling down at her. Starlight’s shaft slid between her glistening pussy lips, the head curving up to poke into her tail, and Twilight began to grind against it with soft coos.

Starlight grabbed Twilight’s hips in her hooves, guiding it up along her shaft until the flat head of her cock kissed against the alicorn’s flushed marehood. She pulled her down, both mares letting out quiet sighs as one slid inside the other.

“See?” She pulled Twilight’s tail up with a hoof, revealing her tight ponut. “Plenty of room for you.”

Rainbow stepped forwards, leaning down to get a closer look. Twilight’s pussy was covered with a creamy froth, still more of her excitement dripping down Starlight’s shaft as the unicorn worked her hips. Rainbow stuck her tongue out to lick at Starlight’s balls before dragging it up her length, tasting the salt of both mares’ juices mixed with her own, and then brought it to Twilight’s pucker, working her tongue past the tight ring to lube her insides. Luckily there was still plenty of excess fluid from Twilight’s previous rutting, and with Starlight introducing even more and the sheen of sweat coating all of their bodies, Rainbow didn’t have to spend long preparing Twilight’s rear entrance.

She straightened up, aligning her cock with Twilight’s asshole. It seemed impossible that something so thick could squeeze into a hole so tight, but as Rainbow shimmied her hips to either side and eased herself forwards it slowly began to relax, the thick ponut sliding across the ridge of her flare.

Twilight let out a husky moan as Rainbow’s tip finally popped inside. Rainbow gasped, surprised by how tight the alicorn’s asshole gripped her—almost too tight—but she recovered quickly, bracing herself against Twilight’s plush ass with a hoof as she pushed further inside.

Twilight’s ass felt so different from her pussy. It wasn’t as wet or soft, but it was so warm, and the rim squeezed so tight around her when Twilight tensed that Rainbow could barely move. Even when she was relaxed it enveloped Rainbow’s cock completely, pressing tight against her from all sides. With every slow pull back Rainbow thought there was no way she could possibly get herself any deeper, and yet with every thrust another half-inch disappeared into Twilight’s body, and so she pressed on.

Finally her medial ring bumped against Twilight’s ponut, and she paused to catch her breath. Twilight was still crying out in ecstasy beneath her, her body rocking with each of Starlight’s steady thrusts. Both mares had their eyes closed and their mouths open, straining for breath past the heat of their embrace, and when Rainbow looked to the side she saw Spike standing lamely against one wall, twiddling his thumbs.

She felt kinda bad for him. “Hey, Spike. You can have their front ends.”

“Wait, what?” Starlight asked.

“Ooh, yes.” Twilight giggled, looking towards the dragon. “Come here, Spikey.”

Spike perked up, walking over and falling to his knees in front of the mares. He grinned as Twilight leaned forwards to wrap her lips around his upper tip, then used one hand to aim the lower one towards Starlight’s face. Starlight sighed, opening her mouth, and Spike leaned forwards, gently sliding past her lips.

Rainbow looked away, refocusing on the sensation of Twilight’s ass rippling across her cock. She pulled almost all the way out, watching the way the thick rim of Twilight’s asshole clung to her flared head, then thrust forwards, burying herself up to her medial ring.

Twilight clenched in response, a yelp slipping past Spike’s meat, but Rainbow was already pulling out for a second thrust. She bit her lip and slapped at Twilight’s flank with a hoof, watching the flesh ripple as she fell into a rhythm. After a few seconds she fell in sync with Starlight, both mares stuffing Twilight’s holes as one, the alicorn’s muffled cries growing louder and louder each time their balls slapped together.

Rainbow’s mouth hung open, her tongue lolling as she threw her head back and lost herself in the moment. Every thrust loosened Twilight’s ass further, and soon Rainbow was reaming her with just as much speed and force as she had with her pussy. She grunted as she slammed inside, groaned when Twilight tightened around her, and gasped as she dragged her cock out to the tip, the rippling of the alicorn’s tunnel sending waves of pleasure across her length.

“Ah!” Spike groaned, his voice strained. “Gonna cum!”

Rainbow looked down, watching the way Starlight’s eyes widened. The unicorn tried to push Spike off, but he was already lost in his impending orgasm, his eyes squeezing shut as he forced both his knots into their respective holes. Twilight and Starlight’s cheeks bulged, their eyes fluttering and their throats swelling as they struggled to swallow down the flood of spunk being pumped down their gullets. A second later, Starlight’s eyes rolled back and her body began to shudder, and Rainbow could feel the unicorn’s shaft pumping as she lost herself to her own orgasm, thick cum overflowing from Twilight’s furiously winking pussy and spraying across Rainbow’s hips.

Twilight popped next. She screamed around Spike’s cock and her ass tightened like a vice around Rainbow just as the pegasus thrust in. It sucked her in deeper, pulling her medial ring past Twilight’s puffy ponut, and the sensation of her cock suddenly bottomed out in the tight, volcanic depths of Twilight’s ass sent her over the edge.

Rainbow’s legs went weak. She leaned over Twilight, biting down on her mane and forcing out a last flurry of quick, sloppy thrusts as the first spurt of cum rushed from her flared tip.

She moaned into Twilight’s mane as she pumped more and more cum into the alicorn, lost in a sea of ecstasy. Each shot of cum brought with it a fresh wave of bliss, and each clench of Twilight’s ass sucked out another shot. Rainbow lost count after four, vaguely aware of Twilight’s belly swelling between her hooves. Hot spunk sprayed past the seal of their bodies and dripped down to pool on the sweat-soaked crystal. Twilight gagged, more cum leaking past her lips as she suckled dutifully from Spike’s cock. Spike, Rainbow, and Starlight all worked their hips, packing their cum deep into the alicorn’s core even as it drooled from all her holes, and when Spike finally pulled back he sprayed even more cum from his twin dicks, painting Twilight’s face and chest with his seed.

When Rainbow finally came down from her high, she was lying on her side. She and Starlight had Twilight pinned between them, both of their dicks pulsing with the tingling aftershocks of their orgasms.

Twilight burped, a bubble of cum dripping out to join the puddle the trio were lying in, and closed her eyes with a content sigh.

Starlight took a deep breath, her face almost as white as Twilight’s. “I need a shower.”

Rainbow chuckled. “Thanks for—” she moaned at another clench from Twilight “—not snitching.”

“No problem,” Starlight said, reaching over to squeeze Rainbow’s shoulder with a sticky hoof. “Got any plans for tomorrow?”

“Hmm.” Rainbow pursed her lips, considering her options. She was still hungry for more, but she wanted someone new. Every mare in Ponyville was available to her, so who should she go for next?

“I think I’ll pay Applejack a visit.” She grinned, imagining tying the cowpony up in her own lasso and locking herself in the barn with her and Big Mac. “Heck, I bet she’ll be begging to suck me off before I even say a word!”

“Right. Well, see you around.” Starlight’s horn glowed. There was a flash, a crack, and a brief scent of smoke, and the unicorn disappeared, leaving Rainbow and Twilight cuddling alone on the floor while Spike watched a short distance away.

Rainbow sighed, closing her eyes and pulling Twilight closer. She’d ended up staying far longer than she’d wanted, and it was time for a nap.

Author's Note

Commissioned by superfun!

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