Curtain Jerkers

by Vis-a-Viscera

Rating: mature
Tags: Royal Guard, Profanity, Fluttershy, Random, Sex, Anthro, Slice of Life, My Little Pony: Friendship is Magic, Porn
Length: 11181

Thanks to Rarity, Spearhead is on call to watch over Fluttershy—only to get an extreme closeup on her in the changing rooms.

After a certain case that Rarity (had) Investigated!... the focus is again on the art-loving Royal Guard, Spearhead. This time, he's being tapped to guard Fluttershy in Ponyville, as part of a plan to keep her distracted from the Gala dress Rarity's preparing for her. Of course, Rarity's all too happy to offer Spearhead a look under her drapes once his duty is done. And unbeknownst to him, the voluptuous Element of Kindness has just as much she wants to share with him; a fact he finds out after he's caught checking on her in the changing booths.

Pic credit goes to KevinSano, 1632402 on Derpibooru.

KINK WARNING: F x M ♦ Oral ♦ Vaginal ♦ Anal ♦ Futa ♦ Breast/Cock Worship ♦ Wingplay ♦ Rough Sex ♦ Bukkake ♦ Cumflation ♦ Destructo-Nookie ♦ Multiple Positions/Orgasms

Published 2023-02-22 21:20:07 UTC
Last updated 2023-02-22 21:20:07 UTC

Booth and Cocksequences

Author's Note

Looking for a FIMFic commission from me? Just follow this handy link.

Booth and Cocksequences

“Alright! That should be all the details, my dear Captain Spearhead—”

“—Lieutenant, please. I’m flattered you think I’m good enough for that top post but… Shining, I mean, he’s fought too hard for it.” Running a hand through his mohawked mane, Spearhead tried to avoid Rarity’s eyelash-batting gaze. That’d been way too good at disarming him; the whole investigation this intrepid unicorn had opened into Spitfire’s ‘disappearance’ had shown it. “Just walk me through this one more time.”

“Oh, of course! Is there something I overlooked?” Suddenly, Rarity was all that Spearhead could see in this spacious Carousel Boutique. It was hard not to, though; she was dripping in opals and silk, lugging armfuls of emerald satin to a ponyquin at the center.

What for, Spearhead would probably never know—

“The last thing I want is for Fluttershy to stumble upon her new Gala dress too early, after all!”

—until now, it seemed. “Well…” Spearhead said sheepishly. “That explains a fair bit. Just one more question, then.”

“All ears, darling,” Rarity replied.

Spearhead swallowed thickly before continuing. “You said the flood that’s forcing Fluttershy to get new clothes was because you found out about… this Discord’s discovery of something that set him off?”

“Yes?”

Spearhead then flipped up a copy of the letter that had summoned him to this quaint boutique. “So… why would a god of chaos be scared of some boxing glo—”

Rarity slapped a hand over Spearhead’s mouth, the clattering of the looms she was holding only seconds later a testament to her dizzying speed. “Not out loud!” she hissed, her eyes darting fearfully around the room. “Do you not know how far a dragonequus’s ears reach?”

Spearhead slowly nodded, his attention more focused on the blood pounding into his ears right now. Rarity was right up against him now, and for once, his decision to shed his Guard's armor for this trip was proving rather short-sighted. Well, at least in his mind, a part south of his waist certainly got excited about how marshmallow-soft the breasts molding over his chest were.

Suddenly, all of Rarity’s talking up of his Royal-Guard-imbued focus felt quite hollow.

Then Rarity was off of him, and he breathed a far louder sigh of relief than he thought he ever could.

“Even he wouldn’t explain it, either…” Rarity muttered, her eyes still conspiratorially scanning her room’s corners. “Something of deep space, and cheap right hooks, and whatever drink a Sisko is…” Rarity shook her head. “Never mind. What matters now is being a good steward for dear Fluttershy.“

Spearhead nodded. “So all I do is keep her at the store for an hour, right?”

“I’ll even pop in to relieve you when the time’s up,” Rarity said. “A bit of yelping about the crime of the century should do the trick. Fluttershy does have that need to put things right, after all!”

“Oh, don’t I know…” Spearhead bit his lip, definitely remembering how loud that slight pegasus could be at the last gala. Especially about how others should love her.

“Not to fret, dear Spearhead; this time, the only crime she—and you—will have to worry about now…” And Rarity’s horn lit up, pulling the last bits of fabric together behind the curtain now looping around her ponyquin. “... will be how many stallions’ hearts she steals with this!”

And then that crimson shroud whipped away from the unicorn’s latest masterpiece. A series of ribbons that reminded Spearhead of the legs of an opulently-glittering spider dipped into a flowing gown of green and gold, the material seeming to flutter like wings. A triplet of pearl clasps came up from the top of this dress, clearly meant to wrap around the neck, and similar beads rang around the hem of it. Best of all was Rarity’s risque yet elegant trademark; a slit rising up to the ribcage on one end of the dress, only kept together by a series of x-knots made from the finest gilded silk.

“It looks… divine, Rarity.” Spearhead was already fighting a losing battle to keep his jaw off the floor. Apparently, this mare was willing to go the distance to see her friends swimming in luxury. Still, that made his next question all the more important… “Are you sure I’m still needed now?”

Rarity’s eyebrows shot up into her beehive-woven mane. “What?! Hardly!” Suddenly, another flaring of her horn sent the dress back onto the ponyquin it was on—one that Spearhead now saw hung quite loosely around the statue. “I need measurements and flower choices! And this is supposed to be a surprise for her; she barely kept it together for her last fitting by Photo Finish!”

“But how do you expect to get those measurements no—”

It was at that point that several things clicked into Spearhead’s mind, considering the favor that Rarity had called in for him. That he was looking over Fluttershy in a clothing store. That she had lost her previous sets of clothing. That she was not to leave it for an hour.

“It seems you’re a quick study, Spearie…” Rarity cooed, the sugary cadence in her tone only slightly lightening the weight on Spearhead’s heart. “Not to worry, I trust your judgment above all. Whatever way you pursue to get clues on Fluttershy's dimensions, I will wholly endorse.”

Spearhead wavered on his hooves, unsure what to say. What little he’d seen of this nomadic pegasus during the last Gala was already alluring enough, he’d been especially grateful for the armor plating before! Now, in a slim-fitting vest and jeans? “I-I’m not sure?”

“Nonsense, Spearhead! You’ve come all this way, I don’t want it to be for nothing.” Rarity turned back to the on-display dress, her tail flicking cattily over the paling Guard’s snout. “I shall make those adjustments on the walk back with her; she’ll be none the wiser. Just let me see the tags on anything she buys, and I’ll handle the rest.”

Then Rarity’s tail shot lower in Spearhead’s quaking body… and over a still-prominent lump pushing in his jeans.

“Especially after she runs back to Applejack with the good news.”

This time, Spearhead didn’t miss the sultry hitch to the fashionista’s voice. “But… but you said you didn’t…” he spluttered. “After I said…you said you’d never…”

“Oh, did I say that?” Rarity said, taking her first step onto the raised podium her ponyquin was on. “Or did I say that that was the exact answer I expected you to give?”

Then a bright blue cloud of magic wrapped around the hem of Rarity’s dress, hiking it up.

High enough for Spearhead to not see the strap of any panties cutting across the cluster of diamonds on her flank.

High enough for Spearhead’s pants to get incredibly stifling again seeing just what was trickling down Rarity’s raised thigh.

But… not high enough to match the tilt of the unicorn’s sensual smile though, one that cut to Spearhead’s eager heart like a sickle.

“So, dearest Spearie…” purred Rarity, pursing her full lips enticingly. “What’s your answer to my humble request now?”

“Um… I really like the sale on this swimsuit, too. Do you think so too, Mister Spearhead?”

Spearhead swallowed thickly, his eyes locked on Fluttershy as she presented the scrap of leather to him. Even now, with the oaken scents washing over his nostrils, Fluttershy’s voice did a miracle in cutting through the fluff in his head.

Of course, her current choice of clothing also might have had something to do with that.

Or rather, Applejack’s; Fluttershy had made clear that she expected to return what she currently sported to that farmpony the second this shopping was complete. But in terms of what Spearhead was seeing—the form-fitting blue plaid cupping her bulging chest balloons, the low-cut jean shorts barely concealing her head-sided glutes—Fluttershy could make wearing a trash bag look good. She was every bit the early-bloomer Rarity had said she was, and Spearhead found himself gobsmacked that she still approached clothing with such timidity.

That she so often turned to him for clarity, though, was only proving more mind-boggling.

“I’m not exactly an expert on that, Miss Fluttershy,” he explained for what felt like the dozenth time in the last ten minutes. “But I won’t say it looks bad on you.”

Fluttershy gave him a cheery grin. “Oh thank you.” she bubbled. “I always figured that I should take more charge in just what I pick. Dash is always so concerned about how fast I grow out of clothes like this.” Another giggle slipped past her lips. “Could you imagine, Mister Spearhead? Me in pajamas about to pop off of my hips. That’d be very awkward, right?”

‘Awkward’ was not the word thrumming through Spearhead’s mind right now. Mouthwatering was a better-fitting one. Even now his brain was in overdrive, seeing mental snapshots of this innocent pegasus’s curves and fur encased in silk, so tight that he could see the butterflies faintly through the fabric. A shirt that her tits spilled from like dough, almost calling for somepony’s hand to knead to perfection.

Then he remembered what Rarity was promising for his troubles, and he shoot the thoughts from his mind. Barely. “Yes, Miss Fluttershy…” he admitted, for reasons he’d never reveal to the pegasus before him. “I don’t know what I’d do if you were in something like that.”

Fluttershy nodded. “R-right. Sorry,” she muttered. “I didn’t mean to be so brash. I just recently remembered all those assertion classes I learned. A long while back.” Her eyes returned to poring over the various racks and tables of clothing. “It… didn’t end as well as I had hoped. But with how the others worked after that pipe burst in my house a week ago…”

“...you want to take charge of life again.” Now they were talking something more Spearhead’s speed. “After a thrilling, yet terrible moment in your life.”

Fluttershy looked up at the stallion that towered over her, bit her lip, opened it again, and simply nodded. “Yes.” And she finally draped the swimsuit over one of her arms. “Actually… I’d like to see more stuff like this. I feel a little… adventurous today.”

Almost immediately, a flash of silver and black sped in between her and Spearhead. Filthy Rich was soon shooting a benevolent grin at her, Spearhead looking wide-eyed at the register across the room that he’d been at and the several meters he’d crossed in a second to reach them.

“Oh, sorry about that my dear; my ears were burning.” And Filthy looked up to Spearhead. “Are you two shopping together?”

“No.” Spearhead bluntly answered.

Filthy’s ears drooped. “Ah. Regardless, Miss… Fluttershy, is it?... this store should have what you’re looking for. Summer is fast approaching; maybe our Heat-Beaters line is your fancy?”

Fluttershy’s eyes followed Filthy’s pointing fingers, soon shimmering in glee at what she saw. “Oh, wow… They look very colorful. And all so…”

“Shrt? Yes, but they’re flying off like hotcakes,” Filthy said. “And since it’s your first time here, you’re up for the first purchase discount, too! Of course, it’s only for bulk purchases, so—”

In a second, Fluttershy’s arms windmilled a river of clothes into the bags at her sides, ahhhhing over each new tank top she yanked off a shelf.

“...I’ll leave you to it then.” Filthy then turned back to Spearhead. “She seems quite eager.”

“Bit too much, I think,” Spearhead replied, remembering that he had to still see which ones fit this pegasus. At a pace that wouldn’t take the sun burning out for him to finish. “Fluttershy, slow down a bit?”

But Fluttershy already had stopped, Spearhead’s breathy sigh almost toppling the mountain of clothing in front of him. “Much as your eye for fashion would make me a happy stallion today…” Filthy began, “I don’t want you to bust your budget in one go, Miss Fluttershy.”

Fluttershy guiltily looked at the “Sorry, Mr. Rich. I… I think that these five shirts might work for now. At least until I can fix the flooding in my house.”

“My goodness; I’m so sorry.” Filthy’s eyes shimmed with a sense of concern that even made Spearhead’s apprehension about him fade like dandelion wisps. “Not to worry, I’ll even waive the bulk purchase requirement then. If anypony deserves such graciousness, it’s you—the town speaks of little else around springtime than your work in prettying the town up.”

“T-they do?” Fluttershy’s cheeks burned as her smile crunkled them. “I’m happy to hear that.”

“And I to reward you for it. My wife just loves your…what does she call it…rustic spirit?” Filthy nodded. “Just let me get those for you, and—”

“Um.” Fluttershy held tighter to the clothing she’d picked, but her other was aimed at the back of the store. “Actually… I was wondering if that one was up for purchase, too.”

Filthy’s eyes bugged seeing just what Fluttershy was pointing at. So did Spearhead’s, enough that the basket full of unchosen clothing he was carrying dropped on his hoof.

Over the Royal Guard’s hopping and under-the-breath cursing, however, Filthy’s next question came through loud and clear. “A-are you sure, Miss? I… daresay, that’s a rather risque choice you’ve selected.”

“Oh. Of course.” Fluttershy’s voice wavered for a bit. Then her pose stiffened defiantly. “Well… it is part of the nightwear section, and I… well, it looks quite light. It won’t be suffocating at night.”

“... If you wish, Miss Fluttershy,” Filthy said. “But I must say; there’s a lot more than most mares are planning to get up to in the night in… this.”

‘And how,’ Spearhead thought as the pain in his hoof faded and he got a better look at what Fluttershy was looking to buy. This article of clothing was on a simple hanger, the same shade of black as it. But as Filthy unlatched it from its perch, all Spearhead was focused on was how… perfect that scrap of lingerie was. The dip of its top, the hair-thin strings that served as shoulder straps, the endless patterns of netting and lace that threaded through its body…

“Fluttershy,” Spearhead asked, unsure why his inner mind protested him saying this so much. “You sure that this is something you’re cool with?” There was more material on Fluttershy’s shirt than on that whole negilee, it seemed.

“Oh certainly,” Fluttershy said. “But if neither of you is certain… I could try it on.”

Spearhead looked ready to faint. Filthy had a blush on his cheeks as red as the bowtie he had on, but he courteously nodded. “Right behind that door, then, Miss. Changing booths are on the left.” His finger jutted at a small, curved archway. “I’ll ring up the other ones for when you’re done.”

“Thank you so much,” Fluttershy replied, taking the lingerie and bathing suit in the crook of her arm as she moved back.

Filthy took the rest of Fluttershy’s clothing to the counter. “Daring spirit you’re playing bodyguard to, Mister…?”

“Spearhead, sir. Of the Canerlot Royal Guard,” Spearhead replied, still disbelieving what he’d just seen. “I swear, I didn’t know she’d go for anything like that. If you want, I can tell her to return it.”

“Nonsense, Mister Spearhead!” Filthy chirped. “She clearly knows what she wants, it would be impolite to get in the way of that. That’s the opportunity allowed ever thrifty spirit at Filthy’s Barnyard Bargains!” A final tapping of gingers at the keys of his register and Filthy’s brow wrinkled. “That being said, the total is 498 bits if she goes ahead with that purchase. 129 if not.”

Spearhead gulped audibly. Wow, was that scrap of lace pricey. “I’ll let her know.”

“See you do, Guardspony,” Filthy said, as he turned to the still-ajar store door. “Now if you don’t mind, I’m off for my lunch break. I trust her enough to leave the money if need be.”

“W-wait, you’re just leaving us?” Spearhead spluttered, “Right now?”

“Were it anypony else, I wouldn’t. But Miss Fluttershy’s character and conduct are unimpeachable, and I only take an hour for such breaks anyhow.” Filthy ran a hand through his perfectly slicked mane. “Plus, my dear wife swore she’d pay for the next five cafe visits if I could find a buyer for that lingerie. I’m off to see just how far her jaw drops at the news.”

Spearhead worked his lip between his teeth. “She sounds quite assertive, sir.”

“Oh, downright Spoiled.”But Filthy’s eyes shone with unbidden love anyways, as he laid a hand on Spearhead’s shoulder. “And not to worry. You’re a Royal Guard, so you’ve said—I daresay, my store’s never been in safer hands.”

FIlthy then swept up a bowler hat on the counter under his arm, the door tinkling softly as he left past it. Soon, the CLOSED sign was flipped up in front of it, Filthy’s hoofsteps fading off right after.

And again, Rarity’s past words broke through Spearhead’s despairing mind. Reminding him that this wasn’t about keeping away his discomfort, but that of Fluttershy. Telling him that, now more than ever, his role as an assuager to the meek was needed.

Asking him, between her and Fluttershy, which one’s ass jiggled like gelatin more—

After swiftly shaking that utterly lewd thought from his mind, Spearhead dutifully paced back to the clothes booth. There was one fact that the flustered Guard could be reassured of; at least now nopony else would be between him and Fluttershy now.

The second Spearhead came upon that still-open booth, though, he quickly realized nothing else was between Fluttershy and him either.

Almost literally so.

Fluttershy had already gotten a move on trying the clothes she’d carried into the room. That bathing suit, already a tight little number that barely matched the width of her arm when it was on a rack, was being stretched to the limit over Fluttershy’s divine curves. Her ass was struggling to keep its heart-shape over the dip of leather black biting into her cutie marks. And the funbags up front? Being squished into those straps made her cleavage look like a canyon!

Indeed, this was the shocked tone that Spearhead’s mind had seeing her in that snug swimsuit.

So why, oh Celestia why, was all the blood in his body not rushing to his brain to let Fluttershy know!?

Instead, Spearhead swept the curtain over this sexy pegasus, and tried to keep his blush from giving him heatstroke. Oh, and fought down that inner part of him that longed to hear meep that Fluttershy let out at the curtains’ rasping shut. Only this time, over him.

“Um… sorry, Fluttershy!“ he spluttered, rubbing a hand down his still-scarlet face. ”Needless to say, I thought you were finished.

Fluttershy gulped, but her voice didn’t shift back into that tremble that Spearhead always felt rotten for evoking from her. “No-no-no, I understand. You’re just being considerate. Like Rarity, and Applejack, and… oh, so many others.”

Well, that was reassuring. Certainly, Spearhead’s heart settled considerably hearing that. “I’ll be right outside then, Miss Fluttershy. Filthy had to step out but, he told me the cost for your things.”

“I understand.” Fluttershy sucked in a breath. “I shouldn’t be long then. Just… one second?”

“Of course!” Spearhead said. He could still hear Fluttershy’s tail swish around the cramped stall’s walls, making him wonder how it even fit into that one-piece that the pegasus had on. “I just hope you’re not uncomfortable, is all!”

“Not in the least, Mister Spearhead. I just hope I can repay your attentiveness soon.”

Spearhead nearly bit his tongue off keeping back his response. The mental negatives of Fluttershy—barely-clothed, cutely giggling, plump-lipped Fluttershy— were still flooding his mind. Needless to say, he didn’t want to know what would slip from his tongue in the heat of the moment.

Strange, he was coated in a light sheen of sweat now, and he could have sworn there were fans running in these backrooms.

If the heat was bothering Fluttershy though, she didn’t show it. All she did was jut a hand out of the changing booth’s curtain to hand him…

…the swimsuit.

“Oh, my…” Spearhead whispered, way too low in volume for Fluttershy to hear, and took the slinky leather swimsuit with trembling hands. Fluttershy thanked him, but he barely registered the words; all that occupied his mind right now was the realization that Fluttershy was likely naked right now.

Draping the outfit over his shoulder, Spearhead found his mind focusing on a less brain-blitzing target; the light scent seeping from the shiny fabric he held. It was lemony and tart and unmistakably Fluttershy. Clearly, this sweet pegasus took some great care of herself. And it went without saying, she was careful with everything she handled; not a hint of a stretch or a warp in the swimsuit. Perhaps it wasn’t too small for her, after all?

Well, everywhere but the chest.

The pegasus had become oddly silent again, and despite Spearhead’s sane mind saying he shouldn’t peep, he did need to know what was taking so long. Besides, he already had a grip on the dimensions of this innocent mare that Rarity sought—even if it was no more specific than ‘larger than these three square inches of leather’.

So, he crept back to the edge of the booth, promising himself it’d only be a split-second look. Just to see if she was okay. Just to—

—oh fuck Fluttershy was still topless.

Spearhead now had a perfect view of that bobbing rack of chestmeat once restrained by the outfit dangling limp in his hand. Those tits of Fluttershy had the perfect bit of bob, sag, and heft—enough for him to be certain they were real and spectacular. Her ass, while safely encased in that pair of jean-shorts she’d had before, still peeked out from that tight ‘V’ of denim and the pink lace of a very elegant pair of low-cut panties.

Yet, it seemed that Spearhead wasn’t the only one entranced by all she was unknowingly baring. Fluttershy’s hands were on her hips, and she was studying her nipples with bated breath.

“Hmm… and Spearhead was so focused on these before…” Fluttershy’s whisper felt like cannon-fire to Spearhead’s perked ears, torn between embarrassment and shock that Fluttershy noticed his glances. Still, there didn’t seem to be any anger in her voice. “He’s so eager to please, so gracious and straightforward. Should… should I be, too?”

Spearhead sucked in a breath through his teeth. The way Fluttershy spoke now, it was like… she wanted to be noticed by him. Had she been told of his possible arrival by Rarity before? Taken her own initiative, like Rarity had offered to once his mission was complete?

Suddenly, a bit of a naughty idea was forming in the morass of Spearhead’s mind. It was risky, os so terribly risky, but… Rarity had only proposed to him that pleasure on ensuring Fluttershy’s welfare. Had she said that doing anything with Fluttershy was off the table? He hadn’t been that unobservant, certainly!

Fluttershy, on the other hoof, looked like she was torn between a decision of her own. Her hands moved up to cup her massive mammaries, weighing them like cantaloupes at the market. Her eyes shot from the dusty, rose-colored nipples upon each of her chest-orbs to the bench in front of her. Something that Spearhead’s positioning at the edge of the curtain would not let him see. Then, Fluttershy finally let go of her tits, the spring as they bounced back into position making Spearhead suck up a slight trail of drool creeping down his lip.

And finally, in one swift movement, Fluttershy hooked two fingers in the belt-loops of her shorts and pulled them down to her hooves. Once again, she was clad only in her lacey thong, the material framing the generous curves of her rump perfectly. Then she bent down to carefully step out of her pooling jeans, reaching for something on the bench as she drew back up.

The second she unveiled what it was that dangled between her fingers, both Fluttershy's wings and Spearhead’s heart fluttered at a hummingbird’s pace. It was that netting-and-lace-filled piece of lingerie that Fluttershy had so bravely sought out. Definitely a bigger fit than the swimsuit before, Spearhead could see hints of how it looked as Fluttershy braced it against her front.

And as if to grant his unspoken wish, Fluttershy reached up to smooth back her mane. She was going to put this decadent bit of lingerie now! She was going to do it!

“Okay, I just…” Fluttershy’s eyes darted to the very hefty price tag on the piece of clothing, fear of injuring the fabric clearly present in her eyes. “...have to be careful here…”

Spearhead’s eyes turned down, unable to ignore his own burgeoning issues any further. The heat building at his crotch was sweltering now, a furnace of desire that was making his eyes start to cross. Quickly, he popped the button atop his jeans, pulling out this untucked shirt. Ignoring how massive the slab of morning-wood under his belly-button was now, he fanned the hem of his shirt over his body. Soon, Spearhead sighed in relief at the numbingly cool breeze washing over his loins, certain his little dilemma was behind him.

Then he looked up, and his eyes nearly fell out of their sockets.

He couldn’t have been at his fanning for longer than a second or two, but Fluttershy had already pulled the negligee on. The black lace was a perfect fit for the pegasus—even her wings still beat freely from behind the open back of her outfit.

What was in front for the mirror to graciously reflect, however, was what sent the Royal Guard’s mind into overdrive. If the open-stitch slits of Rarity’s were the talk of the elite, the patterns of ties now over Flutteshy’s abdomen and ribs was a union fit for the goddesses. Even with the skirt-like hem of this lingerie hiding Fluttershy’s butterfly-stamped flanks from view, the netting showed off more than enough amber skin to catapult Spearhead's libido to the heavens.

Filthy was right. More than just rest would be done in this outfit, for sure.

For a minute, this was all Spearhead soaked in—and he’d forgo all other food and drink for the chance to make this moment last forever. Fluttershy’s hands were all over herself now, smoothing the creases in the netting, adjusting its topmost straps that wrapped around her shoulders like a lover’s fingers. Her breasts didn’t look like batter poured in a far-too-small squeeze pouch now; the X’s of her outfit’s corset-like front allowed plenty of room for her mouthwatering rack to jiggle in.

A smile found its way onto Fluttershy’s face—not sheepish, not shy—as she saw how well this masterpiece of fashion molded to her every curve. She even turned around to see how it showed off the cleft of her ass, her lips pursing curiously at the risque cut.

Of course, this meant that the 99% of her not glancing at the mirror was facing Spearhead now, only a crack of an eye behind the curtain.

And when Fluttershy’s head followed the rest of her repositioned body, her eyebrows and mouth twitched in surprise.

Spearhe yanked his head away from the crack in the curtain a nanosecond later, trying to keep his pants from being overheard. Fluttershy had to have seen him! At least his hooves, stationed at the edge of the clothing booth! He needed to think of a story, an excuse, for his voyeuristic escapades! Curse it, this was going through so many of the Royal Guards’ rules!

Yes, even with Rarity’s promises torturing him with how far he’d bent them to breaking before!

But again, Fluttershy was maddeningly silent, though he could hear a little noise pipe up from the back of her throat. Spearhead dared not look to see what it was, but…

…was that giggling?

Again, he stole a peek, suddenly aware that something was tapping against the edge of the stall, something hard. Fluttershy’s eyes were not focused on his own; they were far lower, like when she had eyed up the piece of lingerie painted onto her fetching form. Her finger darted out and down again, Fluttershy’s smile growing wider. Wider… wider…

Then her finger tapped against something hard. And bobbing.

And attached to Spearhead’s crotch.

With chalk-white cheeks and dinner-plate-sized eyes, the Royal Guard looked down. Apparently, the popped button on his pants had let far more through that divide of denim since he’d last been at this booth’s edge. For example; all eighteen inches of throbbing, pulsing, fudge-colored horsecock that was now hardening as it was being poked at by Fluttershy. There was no way she didn’t know what this was; or even worse to the freaked-out Spearhead’s mind, who was sporting that titanic erection.

But Fluttershy, ever the portrait of patience and inquiry, showed no disgust or shock on her face. If anything, her smile took on an increasingly sultry tilt, eyes twinkling with mischief Spearhead had once thought only possible on an entirely different pegasus friend of Rarity;s. Yet the only rainbow over Fluttershy’s head seemed to end right upon his meaty stallionhood, considering how her fingers danced on its head like it was a gold coin. It was certainly blunt, round, and shiny enough to qualify as one, and every time Fluttershy’s digits rubbed over the bead of pre leaking at its tip, Spearhead had to gnaw on his thumb to keep from letting out a moan.

This situation, already supremely bizarre for the Royal Guard, had gone into Discord-level weird territory now.

But his legs did not obey his request to bolt away from the cock-curious pegasus only a curtain's length from him. Very soon, they wouldn’t be able to if they wanted to, as Spearhead felt a gasp swell his cheeks from the vicelike grip now upon the head of his dick.

“Oooh….” And there came the bluejay-light coo from Fluttershy. Holy sweet hydra pelts, it should be illegal for a pony as innocent as her to sound this horny. “I didn’t think I’d find you in a place like this. All after I’d been thinking of you for so long, too.” The giggle-sigh that came after was tinged with a bit of nervousness, but it soon faded away again. “But… I think I know what to do.”

Did she fucking ever; Spearhead could feel his teeth rattle from how hard he gritted them, as Fluttershy sank to a squat before his weeping cock. Her hand slid down to wrap firmly around his sheath, twisting it like a stubborn bottle cap. And then, convinced she couldn’t get more than a trickle out of his mare-breaker’s tip, Fluttershy took in a breath of her own before pulling his cockhead down her mouth.

A rumbling growl seeped from Spearhead’s lips before his free hand knuckled into the side of the booth. His other hand moved to cover his mouth; biting his thumb any harder would sever it entirely. Even now, it beggared all belief how his cock got so stiff and thick, and how easily the pegasus wedged it into her gullet. Fluttershy took her sweet time savoring her treat too, often breaking from her meat-gobbling to leave sloppy kisses along the pulsing veins of his shaft.

Then Fluttershy started switching up her tactics. Apparently unsatisfied with just laying wet pecks along his ramrod, she took to pumping it as well, her hand making Spearhred’s eyes roll a bit further into his skull with each swickswickswick that sounded from it. Then, the second she felt the thighs of her unseen mate tremble—as if to thrust into the ironlike grip her fingers had around his base—Fluttershy would return to slurping and licking. It was an unending barrage of wetness, heat, and tightness that Spearhead never fathomed he could feel down there.

Eventually, it started to become too much for Spearhead to bear. Fluttershy was relentless on his dick, whether it was bulging against her cheeks or pulsing in her clutches. Spearhead was certain that he’d cum soon; each time that Fluttershy relinquished some pressure on his prick, it was to lick the pre-cum off her hands or lean against the wall to drool on his shaft some more. And without fail, another wave of nerve-sparkings raced up Spearhead’s spine, another telling twitch of his erection throwing more fog into a stallion mind already baking over with lust.

After a particularly hot series of head-bobs around the sparkling head of his cock, Spearhead feared he’d blow down Fluttershy’s throat. But thankfully, Fluttershy let go of his sperm-stack entirely, leaving it to sway fitfully in the now-too-frigid air.

It wouldn’t be that way for long, though.

“A-alright then…” Fluttershy panted, rising to her hooves. Her eyes stayed locked upon the mammoth member peeking into her booth, as if worried it’d sprout wings and fly away. “I think… that Dash went like this… I just hope that…”

Fluttershy didn’t finish her sentence. Her hands did the rest, carefully pulling up her negligee until it balled up just under her belly-button. Next, Fluttershy tucked her fingers under the sting of her lacey thong, pulling it to the side—and revealing her glistening nethers to Spearhead’s sight for the first time.

Suddenly, Spearhead's mouth felt incredibly dry in comparison.

Fluttershy was soaked underneath all that bubblegum-pink lace and jet-black netting. Her intimate juices looked ready to coat her entire thigh, now that Spearhead was close enough to see how it poured from the soft petals of her pussy. Instantly. the Royal Guard’s desire-drenched mind filled with images of what it’d feel like—fording a boat into a waterfall, or something more akin to screwing a hose into the piping of a fire hydrant.

A fit made just for him.

However, neither fantasy would come true for the Royal Guard just yet. Fluttershy’s tail wrapped around his dick’s base, hesitating only a second before bringing it against the cleft of her rump. Oh, it was luxuriously warm there, and the pressure behind those glutes make his heart soar... but it just wasn’t the same as what Spearhead thought it’d be like. Even with how sexy it felt for this pegasus’ bushy tail to fan over his still-clothed thighs, banishing the itch building in them with every lap.

Then, Fluttershy let out a soft pant, shifting her hips, and Spearhead found he didn’t give two shits about where his shaft would better fit. Between Fluttershy's noises, and the silky feel of the ass-orbs he was grinding against, this would be more than enough to take him over the edge.

“Ah! Ah! Umph!” Fluttershy moaned, her breath stifling yet savory to Spearhead’s ears. Over and over, her body flexed and slid against his, skin crashing against skin as she frotted his fuckstick. The reason for pulling her thong away from her snatch soon showed as she raised a finger to her lips, sucking before pushing them against her lower lips. The squishing and squelching of her clit being roughly fondled only added to the cocktail of endorphins assaulting Spearhead.

His only wish now was that he could join in on that fingering of Fluttershy's wet slit.

Right after he came, of course, which definitely wouldn’t take long. Fluttershy’s free hand was braced wholly upon him how, as she gasped for him like a slut. The tremorous throb of his cumpipe was neverending now, especially when it ground along the dip in her back. Slick, pearly pre-cum was washing over Fluttershy’s back, forcing more breathy pants from her. Even her mane was a heat-stoking sight for the Royal Guard’s eyes, a roiling wave of pink tresses that teased every part of his cock that her scrumptious rear didn’t.

For all the lewd sounds trickling from Fluttershy’s mouth like honey, though, none came close to when he heard the first waves of cunthoney slosh from between her legs.

“Oh! Oh my, ohmyohohmyohyeeees~” Fluttershy squeaked as climax threatened to make her fall apart on the spot. Her tail’s bind around Spearhead’s cock-sheath became rigorously hard, her legs spasmed, and a river of sparkling sap splashed onto the carpet-laden floor. Her back locked into a perfect arch too, head tilted back so far that he could see the prayers she soundlessly mouthed to the Princesses themselves for the rapturous limbo she was stuck in.

Spearhead’s hips stared roiling at the scorchingly hot sight before him, grinding into Fluttershy’s jiggling ass. He was so close now, he could join her in her bliss too, he just needed a bit more—

And then an ear-curling rasp echoed out as Fluttershy whirled on her hoof and yanked the curtains to reveal Spearhead.

It shouldn’t have been as much of a shock as it was to Spearhead when Fluttershy ripped away those covers, but his heart did not concur with that valid point. Unless Filthy Rich had gotten down teleportation magic—and a mountainful of Neighagra—this mare knew exactly who’d been pitching a tent over her new look. Whose cock she’d been swabbing her throat and gullet with for minutes on end. Who’s moans she’d drank in like cider as she dry-humped them to orgasm, and then so cruelly pulled it away from their white-knuckled hands.

“Miss… Fluttershy…” was all Spearhead could get out. At this point, he’d be lucky to form any more complex words, despite the fear now breaking through his sex-drunk brain.

Fluttershy was not so hampered, despite how heavily her chest rose and fell. “Um…” she said, her mouth curling into a half-grin for a second before narrowing into a neural line. “I… guess you’re really happy to see me now.”

Spearhead’s mind scrambled for purchase, wondering how to respond. Then, another thing “W-wait! When you said you’d been longing to see… this….” His eyes shot down, to the boner he was still popping against Flutterhshy’s thick thigh. “...I mean, how?!”

Fluttershy clasped her hands together, fingers tapping against one another anxiously. “Well… Rarity told me you were coming. And… I may have met you before… before all thoseinterrogations you braved.”

Now it was Spearhead’s eyebrows that threatened to disappear into his mane. “When?”

“When you were being interrogated. Rarity had a photo of you she gave to me, ‘just in case’. I think she was trying to make it sound scary, but she really had this heady blush she has when she sneaks a Clopsmopolitan into the spa. Or back when she heard Spike has two of… this,” And Fluttershy’s finger bounced off of the medial ring of Spearhead’s now painfully hard shaft. “But I never really understood until… well… she said you’d be coming to watch over me.”

“So… that long?” Spearhead felt like he’d faint.

Fluttershy nodded, her chest seeming to swell with the sensual pride now brimming behind her eyes. “Yes, Mister Spearhead. So… I hope I’m not too eager for you. I… just remembered how take-charge Dash was with that mean griffin, and—”

This time, Spearhead silenced her with a kiss. Her plump lips were just too enticing moving as they did, and she was still shifting her quim-soaked thighs together. And frankly, Spearhead had heard enough of Fluttershy claiming that she somehow wasn’t the hottest pegasus he’d laid eyes upon. The way that Fluttershy melted into his embrace, bend back so her squishy breasts crushed into his heaving chest, cuddled his fucklog as it sailed over her salivating pussy… it was a taste he’d never get enough of.

At least until Fluttershy decided he had, with a gentle shove that pushed him away. The grin spreading over her flawless face was so grateful, and so desperate at the same time. It wobbled almost as much as her tits, yet there was more warmth in it than Spearhead even felt watching her strip.

“Okay then,” she said, her eyes scanning for a spot to continue their… fitting out, seemed like the proper words. “We just need a table now, I think? B-but, I don’t want to risk Mister Rich walking in on us if he comes back early, and there’s so much stock on these tables…”

Stock that did a disappearing act with a mighty sweep of Spearhead’s tendon-thick arm. Boxes full of jewelry and tins of shoe polish clanked noisily on the floor, Fluttershy gasping at the suddenness of Spearhead’s blunt solution.

“Ohhh…” Then Fluttershy leaned in to lock lips with Spearhead again, a quick kiss this time. Her own chest was just as heated as his now. “I… I think I can do the rest then.” And with a sudden kick-up of wind, her wings buzzed to keep her in a light hover, landing her length-wise on that table. Smiling softly, she scooched forward until her legs dangled off the edge, and then spread her legs wide upon seeing Spearhead nod his approval.

Seeing those trickling strings of maresap webbing her inner thighs, Spearhead didn’t waste time. This time, it was the Royal Guard who bent down, waiting patiently as Fluttershy again tugged her thong away from her clit. Then his eager tongue took its place, one of his arms winding around Fluttershy’s folded leg as he lapped at her loins.

Spearhead's cock jumped at the return of that tart aroma to his senses, cloying and thick on his tongue as he drove it in circles around Fluttershy’s wet petals. Fluttershy’s voice was far more present on this go-around, gasping and braying as she felt Spearhead’s thick muscle work her snatch. Propped up on one elbow, she soon found herself enraptured by the sight of this muscle-bound stallion, cradled against her cooch and licking it like it was an oasis. This was far more than she could have imagined, little as she’d given such a coital carnival much serious thought before this burly brown stallion came into her life.

Now all that was left for the voluptuous mare, it seemed, was to come around him.

Spearhead’s brows furrowed as his tongue dug further into Flutershy's slit, going in long loping drags this time. He could feel every one of her taste buds as they forced more wetness from between her rim, He could see the buttery pegasus’s fingers clench into the table as she moaned, her legs stirring in the air like they’d been shocked. But he didn’t stop, knowing that every cry he ripped from her throat was just one step closer to her drenching him like he did that booth's carpet.

Slowly, he traced out more of her peach, liking how his cock dangled freely between his thighs as his arousal spiked and bubbled beneath the surface. Apparently, Fluttershy felt just as frisky with her assets, as one of her fingers reached up to tug the top hem of her negligee over her bulbous breasts. Now with that outfit all but a crinkled band under her ribcage and around her biceps, Fluttershy’s entire body was bared to Spearhad’s voracious eyes. And the expanse of sunkissed fur and defined curves calling to him almost made him bust a nut then and there.

Once again, though, that release would be all Fluttershy’s.

She came with a squeaky wail around Spearhead’s talented tongue, hot yet sweet juices flooding his tongue almost faster than he could swallow it. This time, the Royal Guard refused to let a drop escape his reach, burying his head between Fluttershy’s legs and even bringing his free hand up to pinch at her twitching folds. The arm around Fluttershy’s hand flexed, Spearhead loving how she squirmed and trembled, this time around him instead of against. Feeling the debauched, lust-stirred life twitching under his grip and into his thirsting lips?

It was almost as rich as the maresap his taste buds were drowning in.

But Spearhead had some steam—and other loads besides—to blow off, himself. His erection was getting too uncomfortable without a home to properly nestle it in, his balls churning and straining riotously under an iron maiden of denim and leather. So he stood up in a flash, shucked off his own pants with a flick of his hips, and let his cock rest in the valley between Fluttershy’s still-shuddering thighs.

Then he pushed up the crotch of Fluttershy’s soaked panties, so his erection could slide under it and the crook of her leg. Hey; it was only his pants that were too much for his dick, being trapped against Fluttershy’s sauna-hot thigh was quite all right with oom.

“Oh, Mister Spearhead…” Fluttershy cooed. “Are you going to run me through now?”

Spearhead paused, his left hand still loosely gripping her flank. “Lemme guess—Rainbow Dash taught you that?” he asked.

Fluttershy’s cheeks turned even pinker than her mane. “Um. Yes, but… I thought that—”

Spearhead held two fingers on her marshmallow-soft lips. “Then pardon my Prench, Miss Fluttershy, but…” And then he leaned down, a libidinous grin carving his face in two. “It sounds so fucking hot coming from you.”

Then his hips flicked back and forth, seesawing his stallionhood against Fluttershy’s thigh. His testes smacked meatily against her clit, Fluttershy’s voice devolving into a series of sordid purrs as she followed his meatpole’s movements like a pendulum. The material of her thong was being stretched to its limit against the wrist-thick ramrod surging underneath. Soon, Fluttershy was being jostled right on the tabletop as Spearhead pulled her into his every thrust and jerk.

It was a sensation that soon left both ponies with a light sheen of sweat—and a heavy need to join even closer together.

“Please, Spearhead… I really need it,” Fluttershy hissed, her voice wavering not because of timidity, but salaciousness. “Please take me.”

Spearhead's next four words were like a lit match to the messy-maned mare’s libido.

“As you wish, Fluttershy.”

Such dutiful promise, such rapt attention to consent! And yet such lewdness too, with how he yanked his cock from around her thong and into her magma-hot cunt with a roll of his hips. Tossing her mane back, Fluttershy’s cry turned into a piercing shout, and Spearhead held her leg to his abdomen, letting her hoof dangle over his shoulder. It did a great job of keeping his shirt pinned around his chest, keeping the sight of her pussy lips basting his fucklog like it was Hearth’s Warming dinner unobstructed.

It was also fucking hot to see Fluttershy's body as twisted in bliss as her face.

Soon, Fluttershy laid completely on her back, happy to let Spearhead take the lead. She tried her best to help him out though, pushing her plush hips into his and moaning in sync with the applause of their slapping thighs. Then Spearhead’s free hand returned to duty, kneading the skin at her abdomen and crotch tenderly enough to make breathy, doting sighs seep from both of their lips.

Yet the massaging was still hard enough that both of them could feel Spearhead's trenching tool thunder under the pads of his fingers. The very thought of Fluttershy’s insides molding to fit his cock—his still half-hilted, vice-gripped cock—made both their eyes dilate with lewd passion.

Another crazed cry burbled from Fluttershy, drool seeing into her fanned-out mane as she lowered a hand to her center again. Spreading her lower lips wider to give her fuckmate easier dick-drilling access, Fluttershy thrashed helplessly as Spearhead did just that, his dick becoming harder to retract after each piston. The room swam and buzzed under both ponies’ visions, Spearhead now so deep in the mewling mare that the heat swamping his stallionhood was putting his senses on the fritz. And Fluttershy was riding high on a tidal wave of pleasure, a wave of eroticism pleasurably stop-gapped by the altar of virility pumping inside her.

“Mooooree….” she slurred out deliriously, her fingers rubbing hungrily on the bead atop her clit.

Slowly, Spearhead balanced the hoof of his crooked leg on the lip of the table, to get that extra angle needed to plow as deep into the mare as he could. And it was there, on that fifth thrust down into the dewy depths of this purring pegasus, that he hit a pack of spongy nerves. The effect was instantaneous; Fluttershy's jaw creaked open, a downright slatternly screech ripping from her lungs as she thrashed and trembled upon the stallion impaling her G-spot.

The games were on from that point forward; both ponies deaf to even the table’s squeaks as they curled closer to each other. Spearhead jackhammered himself into Fluttershy, Following the orbit of Fluttershy’s head as he cried to be taken ‘deeper, deeper deeper’ like a skipping record.

He’d never tire of that beat, though, his gyrations getting rougher as he leaned down to take one of her nipples into his mouth. Fluttershy’s gaze was charged with excitement and hunger, as her fingers followed his motion by clasping on the nipple he wasn’t slurping. She tweaked that pebbled nub, and sucked in her lip at the sparks it sent into her mind.

Spearhead was draining her at one end and filling her at the other; it was too perfect a sight.

Soon, the feel of Spearhead’s limits started building, hot and low in his gut. His hips ground against Fluttershy’s flower as she wailed, trying to draw out his orgasm as long as possible. But it’d been put off too long; after a few swirls of his shaft around the canal milking it thirstily, he could feel his plum-sized cum-sacs latching to his crotch. His flare pushed at Fluttershy's eager walls, not close to his mate’s womb but deep enough that he could not move an inch regardless.

And then, after ten minutes of being blue-balled by this buttery pegasus, Spearhead uncorked himself in her tight snatch.

His lips became a vacuum around Fluttershy's bobbing breast, the salty sweat against his tongue spurring him on as he howled his orgasm into supple tit-flesh. His cock firehosed Fluttershy’s insides, waves of chunky cum splattering and oozing around the tunnel seizing around its precious cargo. It would not prove a tight enough seal, as strings of gooey fucksap soon spatted out from Fluttershy’s winking slit, staining his crocked and the inside of their thighs.

Yet above all of this, like a strumming harp above, was Fluttershy’s melodious cries to keep him spewing his jizz into her. As she wanted, as she craved.

It felt like it would never end, and yet only a couple of blinks later, Spearhead hauled himself out of the dribbling depths of Fluttershy. Whatever drain the effort of seeding this pegasus had on Spearhead, it only served to fuel Fluttershy’s increasingly boundless sex drive.

In an instant, Fluttershy slid off the table and crawled over to Spearhead's crotch, slurping the last coatings of cum off his twitching fucklog. Her tongue was somehow longer than it felt before, almost looping around his shaft as she hummed and crooned over the meatlog bulging out her cheeks. The vibrations did a lot to spirit away the fatigue creeping at the edges of Spearhead’s vision, though. In only one minute after Fluttershy’s tongue-bathing, he was again bedrock-stiff inside her mouth.

Only for a second, however. “Do you… do you think you could keep going?” Fluttershy asked, again rising to full height and pecking shyly at Spearhead’s lips. “From behind?”

“Think you’ve done enough of that before the curtain fell, didn’t you?” It wasn’t a no from Spearhead; helping this marvelous mare hotdog his dick again would be something he could do all day.

But Fluttershy had even more licentious ideas in mind than that.

“Y-yes. And my inspecting of it while it was against me… it was really thrilling,” she murmured, turning to face the table before propping a knee on its lip. “But now, I’m thinking of something… more penetrating.”

Fluttershy's thumbs quickly hooked in her panties again, this time shoving them all the way off her impressively long legs. Then, she spread her lower lips again, her gooey gash winking and waiting for that meaty impression Spearhead had left on it seconds before.

Spearhead, as a Royal Guard and a lust-hungry hunk, refused to disappoint the patient pegasus. He leaned forward, fingers greedily sinking into golden ass-meat and making Fluttershy’s head roll in mind-melting bliss. Then, he spread those cheeks wide, and his stallionhood trembled anticipatingly as he sank it back into that soaked fuckhole.

This time, Fluttershy hundred to be a more active part of this sperm-stack spelunking. She forced her hips back into his crotch, letting that suffocating heat and girth fill out her gushing depths. Fluttershy alternated between those rump-roiling thrusts onto the fuckstick splitting her so, and swirling her ass around it while it was lodged deep in her. The shuddering twitch in Fluttershy’s thighs betrayed the mare's inexperience, but also her overwhelming need. No matter the direction, she longed to feel more of the veins and throbbing flesh around Spearhead’s lance, more of its mind-blowing friction.

But as much as Spearhead loved watching this buttery pegasus writhe and undulate around him, it was getting in the way of his twat-trenching. He needed to refocus Fluttershy before she exhausted herself trying to get off. So, the Royal Guard reached out with his hand to grip Fluttershy’s shoulder, keeping her level over the table.

Then, his hips restarted their pistoning, and Fluttershy was soon reduced to a wailing mess of fur and sweat as he pulled her back and forth over his dick.

To reward Fluttershy’s lewd initiative, however, his other hand drifted over to her folded wings. Spearhead massaged the delicate feathers, loving how that golden down twitched merrily under his fingers; that and how louder Fluttershy got when they drifted close to the crook of her wings.

“S-Spearhead, oh YES!” Fluttershy howled, fingers clutching madly at her breasts. “Please, don’t stop! I’m so close! You’re soooo good to me, so-sooo-ohhhh~!”

Fluttershy's vocabulary died out just as her second orgasm came crashing in, Spearhead’s dick soon being bathed in sticky marecum. With his ramrod still speeding in and out of her loins, the mare’s messy release soon found itself spraying over his thighs. Her limbs shook uncontrollably, but the Royal Guard still rutting her held her steady, letting her ride the waves of her climax while ruthlessly keeping it going with every thrust.

The second that cuntsap slowed to a dribble, Spearhead struck. He moved from his wing-job to hook a hand around the bend of Fluttershy’s knee, hauling it up so Fluttershy could look down and get an eyeful of the erection still hammering her drooling snatch. She gasped wantonly, looping a hand around the back of Spearhead’s neck to keep herself up. The strength of this Royal Guard seemed to flow into Fluttershy's pleasure-wracked body, and she let out a trilling shout.

Spearhead’s positioning only got faster at this juncture, hips a blur as he pounded her against the table. The feral energy echoing from every smack of his hips against Fluttershy’s made the muscles along his neck and arms stand out, making him tower over the moaning mare even more. It also made Fluttershy, whose words were now reduced to cat-like yowls and moans, only clung to that tower harder.

Now it was Spearhead whispering his love for Fluttershy’s sexy body as he pounded it dry. “God, Fluttershy…" he started, moving to cup one of Fluttershy’s heaving tits. “Your body’s so soft. It’s like it cant… get enough… of my thick cock!”

“You’re… right! So right!” Fluttershy cried. Her lips crashed into Spearhead’s, sucking thirstily on his tongue before pulling back with a wet pop. “So m-much cock! L-like you’ll run me through!”

“And… this dress... I thought it’d be perfect stretched over your foal-rearing hips—your fucking chest—” Spearhead grunted as his eyes bored fiercely into Fluttershy making her own eyes roll back in lust. ”But seeing it balled up around your sexy, sweaty waist… it’s so much better!”

“G-GAH! I need this, Spearhead!” Her fingers found their way back to her pussy, pinching and fanning it like it was her sweat-drenched brow. “Make me cum! Over and over… until I can’t walk or fly! PLEASE!”

And then Spearhead hilted in her and cam himself. Another wave of pearly nut-butter sloshed over her thighs, in trails over her ass, in strings down the tables’ legs.

But Spearhead was far from done, and Fluttershy wasn't either.

Another bestial howl, and Spearhead had pulled both of Fluttershy’s legs onto the table. Then his cock found a new target, the far tighter ponut gaping as his cock pushed hungrily against it. The hole soon opened for its new passenger, his seed-spurting member easily lubricating his way in. Fluttershy just let out a guttural weal, pulling at her flanks to help his journey inside her.

Then Spearhead was slamming into her with brutal intensity, her pillowy curves taking it easily making the table rock dangerously hard. He yanked that lingerie away from Fluttershy's tits, the material having shifted over her with the force of their bucking minutes ago. He could hear the telltale rending of the lacey material, threatening to rip entirely under his fingers, but he no longer cared. Neither did Fluttershy, as she lifted a melon-sized orb of chestmeat to her lips to slurp at noisily.

Right now, their next orgasm, their newest peak-cresting frenzy, was all they hungered for now.

Fluttershy’s hands slapped onto the table as she felt Spearhead erupt into her gorgeous ass, a rapturous wail shooting from her lips at the buzz of pain that rang through her palms. Everything made her feel so alive, especially the ecstasy Spearhead’s hollowing thrusts were stirring in her loins. She didn’t even think garden-tending could make her chest swell so wide with the need to take it all in, to soak in the heat and the natural aroma of the world around her. But now it was Spearhead’s musk, that Royal Guard’s rough plowing into Fluttershy's wettest walls, that drove the breath from her and passion into her.

Fluttershy came again soon after, in a guttering waterfall of cunthoney no longer impeded by a foot and a half of Spearhead’s meat-skewer, and her vision turned black. Just as the pleasure-riddled pegasus feared that the bliss had sent her into oblivion, color sped back before her eyes, and the now-shirtless Spearhead was there again, restarting his plunges into her twitching cunt. Fluttershy’s fuckmate, was bucking and panting over her heaving rack, and the sweat-sodden lace around her chest was gone, and stars burst in her vision like a Summer Sun Celebration.

And nothing was keeping her from clutching to him and wailing for more and feeling his nipples grind teasingly against hers.

So nothing did.

Especially not when Spearhead, possessed with a stamina that most manticores would have cowered at the intensity of, curled in Fluttershy’s limbs. Then, he leaped onto the table in one bound, to better hold her shuddering legs against her chest. He could feed the bends in the wood as his hips crushed into hers, a rice-grain-small part of him realizing that this might end with him filling her womb to burst.

But rough, sticky breeding was Spearhead's sole driving purpose now, all fear spirited away from him the second that he’d locked Fluttershy into this mating press. This most innate need to seed that threaded through every stallion and mare had now hit this Royal Guard, and Fluttershy bore it with every debauched gasp.

The burn at Spearhead’s hips was starting to become too much to power through, and Fluttershy’s voice was starting to go, but Spearhead seeled himself and rutted this panting pegasus more. He hugged Fluttershy to him, not willing to let her slip away like the butter her coat so richly resembled. Nay, this was all a treat for his tongue, and he dragged it all over Fluttershy’s collar, the shell of her ear, past her seeking lips. All reservations dripped off in that liplock, the two of them like a pair of feral beasts as they chased that final pounding together.

But then, Fluttershy’s innermost caverns opened further—Spearhead’s massive cockhead locked in and flared—

‘God, no-one should be this tight,’ Spearhead thought, scared that it might slice him off at the root, ‘not with this much sweat slicking their every limb, flicking off their thrashing body-’

Then, the raw desire brimming under his gut like a lava veinfinally burst forward. And suddenly, every word above three syllables fled Spearhead’s blitzing brain, headed for parts unknown.

Oh, but what a wondrous three-syllable word remained.

“FLUTTERSHYYYYYYY~!”

It came roaring, spilling from between Spearhead's strain-scorched legs like a river, and Fluttershy’s thirsty womb drank in every last stoop. Her belly swelled, her moans crescendoed, and the pegasus wrapped herself around Spearhead him like a spider around her cocooned catch. Her orgasm detonated right after, Fluttershy silently screaming Spearhead’s name as every inch of his throbbing shaft was nurtured with a rush of sparkling cream.

This time, not a drop of the Royal Guard’s pearly essence spilled from Fluttershy’s snatch. Her love-tunnel took it all in, roiling and swelling under Spearhead’s washboard abs like a balloon. Until, at long last, his dick softened enough to finally retract from Fluttershy’s well-plumbed depths.

Finally, Spearhead managed to roll off of the abused table, his twitching stallionhood still dribbling its last streams on its lip. Fluttershy, as bloated on his seed as she was, still had one home left for that virile fuckbatter, balling her name behind her with one hand as she craned her head towards his leaking slit.

With the sight of Fluttershy, tongue lolling out and clearly in the mood for some face-painting, Spearhead cut loose again. The muscles in his hips jerked, and his last bits of spunk blasted out errantly, some over Fluttershy’s temple and eyebrows. But most found the right spot in between her open lips, the goopy excess, soon swabbed away by her awesome tongue.

“You’re… something else…Fluttershy...” Spearhead hoarsely panted, knuckling his fists into the table to steady himself.

Only to wrap them around Fluttershy’s form immediately after, when the table finally cracked and crumbled under the impact. His legs screamed at the strain once again foisted upon them, but they didn’t buckle. Not even when Fluttershy, her eyes widened for a moment at the sound of splintering wood, turned to look up at Spearhead with a dreamy glance.

“Wow… I guess I’m not the only one,” she replied, winking at him. A fat dollop of Spearhead's cum flicked off her eyebrow and onto his chest. It soon disappeared under the buttery pegasus’s lips as she kissed it away.

And then Spearhead heard something he didn’t want to, the second his re-wired brain remind him there were only supposed to be two ponies here now.

“Not to worry, Spearhead! I heard your cry and am here to help—by the Pillars, what IS THIS?!”

Spearhead knew that was definitely not the tone of voice you wanted to summon from Rarity’s now floor-scraping jaw. Especially when holding the clearly cum-thicking form of one of her friends.

“Uh, look Rarity…” he said, slowly backing away from the red-faced unicorn. He really needs to keep her from turning several parts of him into knots, right now. “It very literally started with her, w-we tried to keep it quick, I-”

Rarity sucked in a breath, so loudly that it stunned Spearhead to silence. “So you’re telling me, that instead of keeping my dear Fluttershy safe from whatever foul beast would have its way with her…” Rarity’s hand swooped down to a discarded clump of black fabric, taking one sniff before her pupils shrank to pinpricks. “...you instead ripped a two hundred and fifty bit piece of Trottingham-stitched lingerie off her, bent her over that table, and stuffed her full of your seed?”

Guiltily, Spearhead nodded, waiting for the guillotine to drop.

“Now how am I going to get her measurements right?!”

Spearhead crined for the impact of her incoming hex… before realizing just what words she’d uttered. “C-come again?” he squeaked.

“Oh you will, my dear Lieutenant. You will.” Fluttershy was soon ripped from Spearhead’s grasp in a cloud of magical haze, the fashionista soon running tape measures over the shocked pegasus’s swollen belly, “That offer I gave you wan not just for pleasure, Spearie, it was for business. The business of keeping me as far away from that high-snouted, egotistical, uncaring failcolt Blueblood as possible for that Gala! A plan which now might be ruined!”

Sittling Fluttershy onto yet another table and keeping her bonded to it with several feet worth of ribbons- Rarity turned back to Spearhead, still braced against the wall. Then she slowly sank to her keeps, crawling towards the flabbergasted Royal Guard with a sin-dripping smirk now stretching across her face.

“Now, since you have so clearly decided that Fluttershy needed your gift more than me, I must find out just how much seed you can issue in one sitting, and adjust her dress accordingly.” Rarity’s hand shot out to grasp Spearhead’s crotch. "A pity. I was planning to let you have my plot too. I prepared it and everything.”

Spearhead, torn between the relief washing over his defibrillating heart and the drought of nut-butter behind his still-shrunken sack, tried to talk. “R-Rarity, I’m not even sure I can at this pa-”

“Oh, can’t you?” Rarity’s tongue slipped from between her plump lips, revealing the glittering studs of several beaded piercings on that pink muscle. “Can’t you truly, my perverted Guard?”

Then she dragged it up Spearhead’s twitching searched, lathering it in saliva. Spearhead’s eyes rolled into the back of his head; the second they stopped, his dick was again harder than brick. And Rarity’s eyes were similarly bulging, seeing how his fuckstaff’s tip was now kissing the tip of her horn.

“...I’ve changed my mind, darling,” Rarity tugged down her dress, her freed D-cup tits bouncing hungrily as she squeezed them together. “Fuck these beauties long enough… and you can have any hole of mine you want, too.”

Spearhead's mind stalled, unsure if he’d heard right. At the beginning of this, Rarity was ready to rip him limb from limb! And now… hold on!

“W-wait… any part of you?” he stammered. His cock throbbed greedily as if to concur with his barely bidden lust.

“Especially my sopping clit, Spearie.” Rarity added salaciously. “I can always just use my belly for comparison, after all. But do make haste. I heard Spoiled’s cries of passion half a town over just as I made my way here; at least one stud will be finishing up his duties soon.”

Spearhead’s eyes traveled back to that door, then to Fluttershy, who was still staring at him like he was a fresh-grilled Hay Burger. Then down to Rarity again, her eyelashes aflutter as she wiggled her heaving chest to him.

And finally, Spearhead plunged into that soft valley of flesh, eager to claim the spoils for his successfully failed endeavor.