Air Traffic Control Tower

by Sinful Gold

Rating: mature
Tags: Non-consensual, Sex, Main 6, Porn, My Little Pony: Friendship is Magic, Fetish, Spike, Rainbow Dash, Cutie Mark Crusaders, Starlight Glimmer
Length: 8035

Rainbow Dash knows there are pros and cons to being friends with Twilight Sparkle. One of the cons is having to help her test new spells, and one of the pros is getting a mind-controlling futa cock out of it.

There are a lot of perks to being close friends with Princess Twilight Sparkle. You get to nap wherever you want, you get to brag about knowing the Princess, and you can get special royalty discounts at family restaurants when they recognize your face from the paper.

But it has some drawbacks, too. You get lectured all the time about responsible flying, you're constantly pestered to provide your schedule so she can plan get-togethers, and every week or two she'll drag you off into her castle to do some homebrew magic testing, because as much as Twilight believes in the scientific method she doesn't like it when the Equestrian Magic Committee tries to directly supervise her research.

For Rainbow Dash, friendship with Princess Twilight Sparkle is a pretty good deal. She wasn't expecting to get a mind-controlling futa cock out of it, but she's looking forwards to putting it to use.

CONTAINS: Mind control, futa, loads of cum, harem-building, gangbangs, bondage, humiliation, food play, pet play, and irresponsible science.

Several chapters planned, featuring all the M6 and some extras. Commissioned by superfun!

Published 2020-12-04 10:30:00 UTC
Last updated 2020-12-06 11:24:28 UTC

Rainbow Dash, Ponyville Tower?

Rainbow was really starting to miss her nap.

When she was younger, the single Royal Guard assigned to keep the peace in Ponyville had made it his solemn duty to track her across town, interrupting her daily naps with complete disregard for the vital role they played in her training regimen. It didn’t matter how many times she explained that she was an up-and-coming Wonderbolt or that she needed her twenty minutes of power-sleep to recharge her batteries after a session of hardcore flying. Did he listen? No, he’d just grumble some nonsense about truancy and laziness, as if she weren’t the most radical young mare in town.

But the joke was on him, cause now he was retired and she was a Wonderbolt and a national heroine, just like she always said she’d be. And the new Ponyville Guard worked for Twilight, so now Rainbow could nap wherever she wanted and nopony could do anything but give her a disapproving look.

On the other hoof, being friends with Twilight also meant that Rainbow sometimes had to skip her naps to help test new spells.

“Are you almost done?” Rainbow asked, blowing her mane out of her eyes. She was standing in the center of Twilight’s ‘test chamber,’ a room which—if Rainbow were being honest—looked pretty much the same as every other room in the castle. It was crystal, and full of books, and there was a big desk off to one side covered in neatly organized notes. There were also the arcane runes engraved on the floor and behind all the paintings on the walls, but Rainbow normally didn’t look at them, so she didn’t think those counted.

Twilight hummed as she chewed on her quill. “Just about.” She let out a little gasp and scribbled something on the book floating in front of her, then went back to her thoughtful chewing.

“That’s what you said last time!” Rainbow let out an exaggerated sigh, slumping her shoulders. “This is taking forever.”

“Rainbow, the last time you asked me was thirty seconds ago, and you’ve only been here for five minutes.”

“Every minute counts, Twi!” Rainbow countered. “I have a very tight schedule, you know.”

“I’ve seen your schedule.” Twilight lowered her book enough to frown at Rainbow with her eyes. “It’s only two blocks, one labeled ‘sleep’ and one labeled ‘fly,’ and they aren’t even clearly delineated.”

“Yeah, well, I keep most of it in my head. You wouldn’t get it.” Rainbow pursed her lips, looking away indignantly.

Several seconds passed in silence.

“So like, are you almost done?”

“Yes, actually.” Twilight smiled as she snapped the book shut, floating it gently over to her desk. “I appreciate your… patience, but I need to focus now. If you could just stand in the center of the room and clear your mind, then we can start the first trial.”

“Awesome.” Rainbow pushed off the wall and stepped into the middle of the room, turning to face the door like she always did. “So what’s this spell for again?”

“I’ll tell you after,” Twilight said. “It’ll contaminate the results if you know ahead of time, but just try to think about nothing for now.” She took a deep breath, closed her eyes, and scrunched up her muzzle as her horn began to glow.

Rainbow grunted, looking around in search of something to distract her while she waited. Books, more books—and none of it the good books that she liked. It was all Twilight books, the kind with three long titles, each one smaller and harder to read than the one before it, where the first thirty pages was the table of contents.

She ended up looking out the window. They had clear weather today, as Cloudsdale had recalled some of their rainwater reserves to help with a shortage in some other part of Equestria. It had been a long time since Rainbow did any real weather work; she was a Wonderbolt now, and really just didn’t have the time for it. She’d left the job of Ponyville weather manager to Thunderlane, who was pretty good at it, even if not as good as she was. She sighed as she thought of all the hours she’d spent with him in the Ponyville sky, kicking clouds and making rain. Was he still dating Flitter? Rainbow had always kinda wondered what he was like in bed. How could she not after seeing the way he bucked a cloud?

She’d mostly lost interest in him since joining the Wonderbolts, though. Her fillyhood crush, Soarin, was more available than ever, and she’d snuck a few peeks at his package during practice. Those tight flight suits really didn’t leave anything to the imagination.

Wait.

What if Soarin had been ogling her?

It’d make sense. She was pretty awesome, and if she was in his place, she’d definitely be stealing looks under her tail. The flight suit was so tight it felt like flying naked, and it might as well look like it, too.

Rainbow was so lost in her thoughts that she didn’t register the kaleidoscopic display of magic in the room until it quite literally hit her in the face.

She yelped, every muscle going rigid as a sharp electric tingle raced through her body. Her eyes screwed up and her mane and tail shot out, and suddenly she was on the floor, blinking up in confusion at the spinning ceiling as Twilight’s voice echoed in her ears.

“Oh my goodness! Rainbow, are you okay?”

“Eugh.” Rainbow shut her eyes and rubbed at her forehead with a hoof. “What the hay, Twi?”

“I’m sorry! That wasn’t supposed to happen!” Twilight sounded worried. Then again, she always sounded at least a little worried. “Just hold still and let me look you over, make sure there’s no lasting damage, and—o-oh.”

Rainbow’s ears perked up at the sudden alarm in Twilight’s voice. “What? What’s wrong?”

“Well, um.” Twilight let out a forced laugh. “N-nothing! Do you, uh, feel any different?”

Rainbow opened her eyes to see Twilight looking down at her with an anxious smile. Thankfully, the room had stopped spinning, so she fluttered her wings and rose into the air with a little twirl—a lopsided little twirl.

She frowned. “My balance is off.”

Rainbow considered her body to be a finely tuned engine of awesome. And as the sole pilot, engineer, and maintenance mare of said engine, it didn’t take long for her to figure out where she’d picked up extra weight.

She looked down, between her hind legs, and her eyebrows disappeared into her mane.

“Twilight,” she started cautiously. “Why’ve I got a dick?”

“Everything is fine!” Twilight assured her, already pacing around the room in that way she did when everything was wrong. “This is what testing is for!”

Rainbow barely heard her. She was too fixated on the foreign object nestled cozily between her legs as if it belonged there. It wasn’t erect, thankfully, but the short hairs over her sheath were a darker blue than the rest of her coat, almost like the blue of her mane. She reached a hoof down to poke at her balls, feeling their weight, and let out a surprised coo at the pleasurable tingle as she caressed the velvety smooth skin wrapped around them.

She drew her hoof back quickly. That was weird.

Wait, what about—

She bit her lip as she reached further back, under her tail, and let out a relieved sigh as she felt the soft folds of her marehood. At least that was still in place.

“Alright, so, uh, how do we get rid of this?” Rainbow asked. She turned to face Twilight. “You’ve got a spell for that, right?”

Twilight didn’t answer. She just stared at Rainbow’s new package open-mouthed, freezing with one hoof off the ground, and Rainbow felt a strange shiver pass over her, gone as quick as it came.

“Uh, Twi?” Rainbow hovered closer and waved a hoof in her face. “You there?”

“Huh, what?” Twilight blinked, finally meeting Rainbow’s eyes. “Sorry. I was just, um—well, we should, uh—” She perked up with a tentative grin. “We should run some tests!”

Rainbow groaned. “Do we have to? I don’t really have time to stay cooped up in here all day while you play with my new dick.”

“It’s not playing!” Twilight insisted, trotting back to her desk. “It’s science!”

Rainbow rolled her eyes and settled back onto the ground. She tapped a hoof impatiently, watching Twilight mutter to herself as she sorted through her notes. She’d really filled out since becoming an alicorn, hadn’t she? Rainbow wasn’t super into mares, but even when Twilight had first come to Ponyville anypony could tell that she had an endearing cuteness about her. Sure, she’d been a little thick around the barrel, lacked a certain firmness in her hindquarters, but some ponies liked that.

Things changed once she became an alicorn, though. She’d grown taller, slimmer, not anything like the older alicorns yet, but it was an obvious difference. She’d both put on extra weight and gotten tighter all around, and Rainbow found herself mesmerized by the sideways sway of her flanks as she stepped from one end of the desk to the other. Sweet Celestia, when did her ass get so firm? Was she clenching her buttocks right now or was that just how she looked, even relaxed? Rainbow licked her lips, tilting her head to one side to try and get a peek under her tail. She’d caught glimpses before, but she’d never paid much attention until now.

“Hey, Twi,” she said. “Lift your tail.”

Rainbow blinked, cheeks warming in a deep blush. Where the hay did that come from? She opened her mouth, already considering how to phrase her apology, when—to her shock—Twilight’s tail hiked almost straight up.

Rainbow froze, unable to look away. Twilight’s marehood was fully exposed, a pair of puffy purple pussy lips with a neat little slit tucked away between them. They swelled out towards the bottom, parting ever so slightly to reveal a sliver of ripe pink inside, pouting up as if to beckon for some lucky stallion to enter.

And she was wet.

“Um.”

Rainbow stiffened, looking away from Twilight’s honeypot and meeting her wide eyes. There was that weird shiver again, tingling down her spine.

“I’m not, um—” Twilight blushed, looking away. “Do you like it?”

“Y-yeah.” Rainbow swallowed. What in Equestria was going on? Where were these thoughts coming from, and why had she said that, and why did Twilight actually listen? She was still just standing there, tail up, baring it all, and Rainbow found her gaze drawn inexorably back down.

She licked her lips, stepping closer and raising a hoof to Twilight’s flank. The alicorn tensed, but didn’t move away, and Rainbow felt a strange twinge between her legs at the way her friend’s muscles moved underhoof. This was nothing like the soft librarian that had first come to Ponyville. Twilight’s ass was firm and supple, giving when pressed on and then springing back quickly when released. Her buttocks seemed almost to squeeze together from both sides, pushing her pussy out as if it could barely fit in the space between.

A bead of arousal formed at the bottom of her marehood, pooling within her upturned lips. How did it taste? Rainbow leaned forwards, sliding her tongue across it from the bottom to top.

Twilight gasped. A soft, feminine sound that tickled at Rainbow’s ears, halfway between shame and lust. Her pussy winked, clenching around Rainbow’s tongue with surprising strength. Her excitement flooded past Rainbow’s lips, the tangy flavor exploding in her mouth before dripping down to splatter against the crystal, and a powerful shudder rocked Rainbow’s body as her cock slid free of its sheath, tingling with an excitement she’d never felt before.

“Wait.” Twilight pulled away hesitantly, leaving Rainbow’s muzzle slick with her flavor. “Something’s happening here.”

Rainbow didn’t respond. She stepped closer, leaning in to steal another taste.

“Rainbow!” Twilight rounded on her, planting her rear firmly on the floor. Her cheeks were flushed and her chest was heaving, but the concern was clear in her eyes. “I think it’s the spell. It’s having some adverse effects on us, making it hard to focus.”

Rainbow’s nostrils flared. Her cock slapped against her belly, leaving a wet dab of pre. Her words seemed to buzz as they left her muzzle, leaving her lips briefly numb. “Turn around.”

Twilight obeyed instantly. She stood up and turned around, tail flagging high, but her voice sounded confused. “Rainbow, focus. Don’t you remember why we’re here?”

“I know why I’m here,” Rainbow said, breathing in a deep draught of Twilight’s mare scent. “Bend over.”

Twilight moaned as she lowered her head to the cool crystal, presenting her pussy. The swollen lips winked, her pink clit glistening as a fresh wave of arousal dripped down her thighs.

Rainbow’s body moved on instinct. She reared up, sliding her chest over Twilight’s rear and grabbing it tight between her hooves. The tip of her cock landed against Twilight’s pussy with a wet slap.

“Ooh,” Twilight cooed, moving her hips in a slow circle. The wet folds of her lower lips teased around Rainbow’s tip. She went rigid a couple seconds later, looking around with unfocused eyes. “This feels… weird. Something’s—something’s wrong.”

Rainbow wasn’t listening. She was focused intently on the soft, winking honeypot slathering her new cock with femme excitement. She could feel Twilight’s pulse through her pussy, beckoning her inside.

She couldn’t wait any longer. She pulled on Twilight’s hips and threw her hips forwards. There was a brief, immeasurable moment of resistance as Twilight’s tight lower lips held firm, and then—with a sudden, powerful wink—Rainbow slid inside.

She groaned as her length was enveloped in tight, rippling heat. Twilight’s pussy clamped down around her, sucking her deeper inside and squeezing with a wet squelch. The tightness that had initially held her at bay now held her inside, keeping her from pulling out.

Not that she’d ever want to. Rainbow had often wondered why stallions always seemed to think with their dicks, and now she knew. Being buried balls deep in a moaning mare’s winking pussy was the most amazing thing she’d ever felt, and in that moment she decided—she wanted nothing more than to walk the streets of Ponyville with her new cock and buck every mare she saw.

She was drawn from her thoughts by a plaintive moan from Twilight. Rainbow looked down to see the alicorn shuddering beneath her, her pupils turned to shimmering pink hearts and her tongue lolling out in breathless ecstasy.

“Ohh, yes,” Twilight squealed, relaxing into the floor. “Celestia, yes, don’t stop!”

Rainbow’s mouth hung open as she pulled out, watching the way Twilight’s pussy stretched and clung to her length. Twilight moaned, grinding back into her, lower lips swallowing her back up before slapping against her groin with a wet smack.

Twilight began to work her hips in earnest, falling into a steady rhythm. She whimpered and groaned, pressing her face against the floor as she speared herself on Rainbow’s cock. Rainbow flared her wings and leaned forwards, struggling to keep her balance as Twilight’s hips slammed into her harder and harder, both overwhelming her with pleasure and driving her backwards with the sheer force behind them.

But it was impossible for Rainbow to focus past the sensations rocking her body. Twilight’s clit poking out to plant wet kisses on her balls each time she hilted, her tunnel squeezing around the base of her shaft like a vice before rippling all along her length, the brief tightening around the head of her cock before Twilight would relax, opening herself up so she could take Rainbow deep into her once more with ease, the hot wetness that splattered against Rainbow’s legs and dripped down to pool beneath them with each of Twilight’s lustful winks—each second brought with it new, wondrous bliss, and finally Rainbow gave in, crying out as she fell onto her back.

Twilight didn’t miss a beat. She threw her weight back as Rainbow fell, following her down. Rainbow’s cock never flew free of Twilight’s lustful embrace—by the time she hit the ground, Twilight was already settling back into her rhythm, gyrating atop her with loud moans.

Rainbow’s eyes screwed up as she twitched helplessly under the alicorn’s assault, the unfamiliar sensation of the pressure in her balls intensifying with every wet slap of their bodies. The little knot of pleasure started in the base of her shaft and jumped an inch higher each time Twilight dragged herself up to Rainbow’s tip, almost as if it was being sucked out of her by the slick grip of Twilight’s marehood. Rainbow gasped, hooves flying out to hold onto Twilight’s flanks in a desperate attempt to ground herself, but the other mare was relentless. Now that there was solid crystal beneath them, Twilight was free to slam herself into Rainbow’s lap with all the force of an alicorn lost in the throes of lust, driving Rainbow’s breath out of her lungs.

Rainbow’s orgasm came as a surprise. One second she was clenching her jaw and wincing from the ferocity of Twilight’s bucking, and then suddenly the dam inside her broke, the little knot hovering at the tip of her cock exploding into a wave of ecstasy. She groaned, arching her back and thrusting wildly, holding Twilight’s winking marehood flush against herself as she pumped out a jet of thick, creamy cum. Twilight let out a shuddering cry of her own, her whole body going stiff and her pussy squeezing and milking at Rainbow’s shaft as a flood of marecum leaked past the tight seal of her lower lips, the warm fluid dripping around Rainbow’s thighs to pool on the floor beneath them.

And she just kept coming. Rainbow lost track after the second shot, her mind going blank as she surrendered herself to the rapture of her first male orgasm. All she could think about was the overwhelming need to breed the mare wrapped around her rod, to pump more and more cum into the wet, muscular tunnel that drank it up with insatiable thirst. Her heart pounded against her chest and her ears began to ring, and when she was finally able to form coherent thoughts again she slumped down against the floor with an exhausted sigh, groaning from the steadily slowing aftershocks that rocked her body.

“Buck,” she breathed, staring up at the ceiling. “That was…”

“Orgasmic,” Twilight finished with a dopey giggle. She let out a contented hum, slowly rocking her hips around Rainbow’s softening member.

“Ah! H-hold up, that’s sensitive!” Rainbow winced, trying to hold Twilight still. “Hey, c-can you like, stop?”

Rainbow’s cock slipped out of Twilight’s pussy with a lewd slurp. The alicorn sighed, looking back with those strange heart-eyes as their mixed cum dripped out of her swollen marehood. “Is there anything else I can do for you, Rainbow Dash?”

Rainbow grimaced. She was no mage—the extent of her magic knowledge could be summed up on the back of one hoof—but even she could tell that this wasn’t normal. Twilight was always so reserved about sex, and even if Rainbow liked to join in when the rest of the girls started gossiping about stallions, she was never the first one to bring it up. And yet here she was, the cool crystal floor of Twilight’s castle already warming from her body heat, a thin sheen of sweat clinging to her coat and a thick stream of spunk dripping onto her lap from Twilight’s twitching twat.

That spell had done something to her.

Like, besides giving her a dick.

“Twilight? Rainbow? Are you two okay in there?”

Rainbow stiffened at the sound of Starlight Glimmer calling to them from out in the hall. “Oh, buck!” She pushed Twilight off of her and jumped to her hooves, running for the window. She just had to get out into the sky and get some space to think about this, maybe go to Rarity and see if she knew what was up. Oh, Celestia, how did these windows work? Did they even open?

She froze as the door clicked behind her. She turned slowly, meeting Starlight’s eyes with a nervous smile. “Hey, yo, Starlight. W-what’s up?”

Starlight frowned. She looked first to Rainbow, then to Twilight cooing and giggling to herself on the floor, then the growing puddle of cum under her, and finally between Rainbow’s legs. Rainbow grimaced, quickly turning sideways to try and hide her new stallionhood.

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

Author's Note

Commissioned by superfun!

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!

Traffic on Parallel Approach

“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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