The door chime rang. Rarity set one hoof into the gym, and immediately went stiff as a board as she heard the first moan, and the scent of sex wafted through the door. Her muzzle scrunched up like it wanted to recede into her face.

The cacophony of sounds—moaning, panting, hooves weakly kicking against the floor in search of stability, meat smacking against meat—was difficult to ignore, especially when coupled with the heady scent of sweat, musk, and semen that hung in the air.

For a brief fraction of a second she thought of slamming the door and going literally anywhere else crossed her mind, but this time her gut had already made the decision. She stepped into the gym, being careful to be silent as possible, and carefully(!) shut the door behind her. The pornographic soundscape continued. Whatever was happening exactly, it did not seem like anyone had heard her or the ringing of the door chime.

In any other situation she would’ve complained about the gym’s (clearly lacking!) ventilation system, or about being unable to do her yoga session and cardio under these circumstances, but really, right now she was just curious.

She lowered herself and crept forwards with all the sneakiness she could muster, the counter hiding her from view. She felt guilty just being here and listening to this, despite knowing fully well that it wasn’t her fault that someone was misusing the local gym to have some sort of orgy.

Sadly, it was difficult to get a good view with the counter in the way, and from this angle.

Glancing ahead, she saw the changing rooms, which would give her a near-perfect (if one-sided) view onto the scene, while keeping her relatively well hidden...At least as long as no one went there. She took a deep breath, waited until the sounds of smacking picked up again, and then dashed ahead, and maneuvered her yoga-pants-clad ass straight into the changing room. To her relief, it was empty.

Rarity pressed herself against the wall on the other side of the door and waited for a few moments, hoping that no one had seen her, and then peeked around the corner.

She took in the scene: The abundant puddles of semen on the floor, the idle strands of cum dangling from a few exercise machines, the cum-stained shirt that someone had thrown across the room...Why was tere so much cum? Frankly, it was just far, far more semen than seemed even remotely acceptible by her standards! Goodness, just how many stallions had been involved here? It was like no one here had ever even heard of condoms!

Her eyes settled on Gilda’s rippling back muscles, and ground to a halt. The towering gryphon stood in the middle of the frame, her back turned to Rarity, with an orange set of legs wrapped around her waist, holding on as Gilda jackhammered their owner into oblivion. The eager, squeaky moans made it more than obvious that some lucky mare was getting the fuck of her lifetime.

Rarity swallowed.

Goodness.

She couldn’t see much beyond Gilda’s pendulous, swaying testicles and her flexing muscles, but the girl on the receiving end of the gryphon’s cock was evidently having a great time. It wasn’t like she didn’t remember Gilda, but but the fact that the gryphoness apparently fucked like an animal was news to her.

Her hand crept downwards, with or against her will, and slid right between her legs towards her marehood, gently pressing against the warm folds, and...

And then, before she had any chance to get into it, it was already over.

Apparently she’d stumbled in just at the height of Gilda’s climax. The gryphoness was grunting, and the bench beneath her partner shook as if it was about to collapse. After a few more thrusts, Gilda finally slowed down and stepped away and Rarity got a view of exactly whom she had been fucking all this time.

Scootaloo had collapsed onto a bench on the other side of the room, the wall behind her the only thing that prevented her from falling over. She was naked. Her chest heaved like crazy, and she was panting, her tongue lolling out of her mouth and across her chin. Her legs were spread, and wads of jizz bubbled from her used pussy. Her hald-lidded eyes looked almost blank, as if she wasn’t even really here, and still floating up somewhere in the sky, her brain all bubbly and fuzzy due to the overload of sheer pleasure.

As Gilda turned, her massive beast of a cock pulsated, and what looked like a full shot glass worth of slimy, gunky cum bubbled and splurtched from her flare, then splattered across the floor. A second spurt followed, then a third, and it just didn’t stop. Even from this distance Rarity could see just how massive the gryphon bitch’s swollen nuts were.

Rarity’s mouth went dry as she stared at Gilda’s fat cock.

It was only when a set of dainty fingers wrapped itself around Gilda’s shaft, and gave it a few loving strokes, that Rarity realized that another mare had stepped onto the scene, and that this was far from over.

Wait a second...

Sweetie Belle!

Rarity clasped a hand over her mouth, and just barely managed to catch the gasp inside of her throat.

She felt the twitch in her legs, the urge to run up there and grab Sweetie by the ear, and drag her right out of the gym while telling her in just how much trouble she was for...for...Frankly, Rarity wasn’t even sure why she’d been annoyed to see Sweetie here. Sweetie Belle wasn’t exactly a little filly anymore, it’s not like she needed Rarity to watch out for her.

Still, something about Sweetie throwing herself at what could only be described as the fattest cock Rarity had ever seen bothered her, and it certainly wasn’t that she was jealous of her! No, there was clearly another reason.

Rarity took a deep, deep breath, watching her little sister grind up against Gilda’s muscles and making lovey-dovey eyes at her, and gently stroking, holding, squeezing her cock. The seamstress nearly let out a frustrated little whine. That she’d even think about worshipping Gilda’s cock was bad enough, considering the impression that gryphon bitch had left the first time she’d been in Ponyville.

It just wasn’t fair that she was hidding here and watching while the others got to have all the fun.

But jumping in and spoiling their fun wasn’t exactly a good option either, and so Rarity just waited and watched as Gilda grinned, and grabbed one of the filly’s immense tits. Her fingers dug deep into Sweetie’s titmeat, and were practically swallowed by it as she kneaded her breast like a toy. Rarity almost flinched at the sight, but Sweetie took it like a champ.

“Fuck me?” Sweetie Belle was gazing up at Gilda as if tiny little hearts were floating inside of her eyes.

“Mhm.”

Gilda lied down on a stretcher, folded her arms behind her head in perfect ‘cool, lazy fucking bitch’ pose, and Sweetie Belle climbed onto her, and straddled her legs, stopping a mere inch in front of the shebull’s immense cock. Rarity got a perfect view: Sweetie Belle from the side, still lovingly stroking the gryphon stud’s immense cock.

The thing reached far enough up her belly that it’d be scary, if it weren’t for the fact that one of Sweetie Belle’s friends had taken that beast mere minutes ago.

“Want me to ride you, stud?” Sweetie Belle traced a finger across Gilda’s chest.

Gilda snorted. “Fucking duh. You could barely keep up with the others. You need the cardio.” She grinned. “Besides. I’m feeling pretty lazy at this point.”

“You know...That’s kinda hot.”

“What? Cardio?” Gilda blinked.

“No, not that. The fact that you can just lie there and let me do all of the work, because...” Sweetie hesitated for a second, squeezing the gryphon’s shaft. “...because you know that I’m so thirsty for your dick that you don’t even need to do anything. You could tell me to suck you off, and I’d do it. I’d swallow, too. And then I’d suck you off again until you finally decide to claim my pussy.”

“Uh...I guess?” The cogs inside of Gilda’s head turned. She’d never even thought about it from that angle.

Sweetie lifted her ass, and Gilda’s drooling, warm flare left a slimy streak of cum in her fur until it finally reached the unicorn’s puffy pink vulva. Her breasts sagged, heaved in front of Gilda’s face. Her nipples were pink, puffy, and firm.

“I think that that’s hot. Like, you know...the fact that I’m just so hooked to you that you can just lean back while I throw myself at your dick...”

Gilda’s dick twitched in return.

“And like, wanna know what’s even hotter? I don’t even care that it’s you who’s taking my virginity. I’m just way, way too fucking horny to care right now.”

She reached back to prod Gilda’s flare against the opening of the vulva, and bit her lip as she gently, very gently eased it in.

With the way Gilda’s cock twitched in return, there was no doubt that Sweetie’s teasing had the intended effect.

“Ugh. Fuck. I fucking doubt I’m your first based on how you talk, tits. I’ve seen mares twice your age who’re more bashful about sex.”

Sweetie Belle was lowering herself in one steady motion, her puffy pussy already so slick that the first few inches of Gilda’s cock entered her with relative ease. She whimpered as it filled and stretched her, her hands grasping for something to hold onto on Gilda’s chiseled body without running into the risk of tearing out feathers.

Not too far away, Rarity felt her heart pound deep inside of her chest. She’d barely even noticed that she was pleasuring herself again, smooth fingers right between her legs, thinking about what it’d be like to be in Sweetie’s position...

An adorable squeak pierced the air as Sweetie allowed her weight to pull her down further, and Gilda’s cock pushed deep into her, and stretched her out, just like it had gaped her best friends, and turned them into the gryphon’s docile cocksleeves.

Sweetie took a deep breath before continuing, the goofiest, widest smile on her face. She didn’t even know why she felt so giddy. So fluffy inside of her head, and so warm. But it felt good. This was finally scratching her heat, and she was going to enjoy every little moment of it.

Soon enough her hips were smacking against Gilda’s thighs whenever she descended, trying to milk the gryphon’s fat cock for all it had. Her breasts bounced, and smacked against her chest, and her vision became an unfocussed, fuzzy blur as the rhythmic, animalistic pounding took over all of her instincts.

Smack. Smack. Smack.

She was slowing down, and panting like a dog. Her tongue was hanging from her mouth as she sucked in air with fast, pained breaths, even as trickles of sweat dribbled into her cleavage, and her chest began to burn with an overexertion that was just barely balanced out by the pleasure of Gilda’s knock grinding against the opening of her pussy.

Smack. Smack. Smack...

Sweetie had no idea how much more energy she had inside of her.

All she felt was the warm, fuzzy tingling fire inside of her pussy, which lit up every single time Gilda’s cock stretched her out, and the growing exhaustion.

“Y-You know...” She mumbled between breaths. “I think I don’t even care if...you knock me up.”

Gilda’s cock throbbed at her words. The gryphon grunted, panted, and then grabbed Sweetie Belle by the shoulders, and started hammering into her. The position made it hard to thrust properly, considering a significant chunk of Sweetie’s weight was pressing down upon her crotch, but that didn’t stop her from trying.

“You g-got that, right?” Her voice was choppy. “Breed me. Knock me up. T-turn me into your cock-addled b-broodmare or something like that...”

Just after Gilda somehow managed to force her knot past puffy opening of Sweetie’s vulva, her flare thickened up in preparation to breed, breed and breed. A rope of cum burst into her, a second one followed one moment later. Any attempts at laid-backness were lost in the avalanche of her orgasm. She merely yanked Sweetie even closer, and continued to thrust into her with rapid, animalistic movements, growling like a feral animal all the way through.

By the time Gilda released her, Sweetie was still catching her breath. Her chest heaving, she just cooed, and panted, and then finally mumbled something like: “You know...your claws kind of sting.”

As Gilda loosened her grip, Sweetie mumbled a thank you, and pulled herself even closer against her partner’s chest. It almost looked like they were hugging, even with Gilda’s cock deep, deep inside of her. It softened, slowly but surely.

The seamstress who’d been watching them slowly rose to her hooves. Her fingers were soaked. Her legs felt wobbly and weak, like she could barely walk. Her heart was still pounding.

Some part of her frontal lobe finally chimed in and reminded her that there was a very, very good chance they were going to walk to the changing rooms after this. Same with Scootaloo, really. She had no idea just how long that ah, ‘sex-induced nap’ was going to last. And she still didn’t know where Applebloom was, though (with the other two around) there was a real risk she’d show up at any moment.

Either way, it would be a very, very bad idea to stay, unless she wanted them to catch her, which...Frankly, the thought of Gilda ‘catching’ her peeping on her was probably going to fuel some of her fantasies, but that was besides the point. She needed some fresh air.

Taking one last look at them, Rarity sneaked back towards the door, opened it very slowly and carefully...and got utterly blindsided by the doorbell chime. She yanked at the handle, tore the door open, and rushed outside.

Not too long after, Gilda stepped out of the shower, and returned to the gym area.

She was even back to wearing her shorts which, as expected, did next to nothing when it came to ensuring public decency. As was already well-established: Gilda didn’t exactly give a fuck.

“So, another round...?”

She was greeted with the sight of the CMCs, three pretty mares in various degrees of wobbly-leggedness. Scootaloo already knew the answer to her question, honestly. Her voice had sounded more pleading than optimistic.

Gilda snorted. “No chance. I got better things to do, y’know that, right?”

The three of them pouted in unison.

“Awww. C’moooon, how can you really be sure that I’m ~pregnant~ unless we fucked again?” She put a whole lot of emphasis on that word, as if merely mentioning it would be the magic key into Gilda’s pants.

The gryphon rolled her eyes. “You’re not pregnant. I’m a gryphon. You’re a fucking pony. How the fuck would that even work?” She stared at them, and then followed up with “And don’t try to convince me that it might. I don’t wanna hear it.” as Scootaloo was about to raise her voice.

“Awww. Fiiiiiine.”

Gilda eyed up the gym. The place was a mess. She really didn’t need to step into stray puddles of cum the next time she planned to lift some iron.

“Scoots, Apple, Cow, listen up.”

“Do you really plan to keep calling me that?” There was a faint hint of a blush on Sweetie’s cheeks. She was pouting, but not exactly complaining.

“Call you what? A busty cow?”

“Yeah, I do. Whatcha gonna do about it?”

“...Nothing, probably.”

Gilda grinned. “Exactly. Anyway. We’ll make a deal. You are going to clean the fuck up in here. All of you. Together. I will fuck off, and when I’m back the floor better be sparkly clean.”

They groaned and slumped. Applebloom huffed. “And what do we get out of that? What sort of deal is that! C’mon, you can’t just push us around like that. Okay, maybe you can, but it wouldn’t be nice.”

Gilda just shrugged. “Dunno. Maybe slightly better odds of me fucking you in the future, that sounds like a pretty good deal to me.”

Neither facts, nor logic would be enough to withstand Gilda’s airtight reasoning. They begrudgingly got to work, but that didn’t keep them from huffing and complaining. Mopping up puddles of semen wasn’t particularly engaging. At least most of their clothes had survived the orgy, sort of, they just needed to be washed. But that was better than leaving the gym naked, or having to acquire a new pair of pants somehow. It wasn’t like they’d brought spares.

“So, where will you be?” one of them inquired.

“Dunno. Busy. With...stuff. It doesn’t matter. You’ll see me around.”

And with these words, Gilda stepped out of the door.

Towards new achievements, or something, maybe to bang Twilight, or half of Ponyville, or even Princess Celestia, or maybe just to grab a fucking snack.

Author's Note