Author's Note

Contains thestral/zebra on pegasus action, thestral on zebra action, and zebra on thestral action. Also contains lots of ponuts, spitroasting, facefucking, deepthroating, rimming, anal, more moon powers, zebrican potions, making out, various sex positions including missionary and doggy style, lots of tension, lots of messy orgasms, licking of cum, cumshots, and passing out from multiple orgasms.

Conquering Competition

Prodding the complete mess that was Rainbow Blitz before flying off the tree, Butterbat landed on the ground and stood proud and tall in front of Zecora. While he wasn’t quite as bulky as the striped stud, Butterscotch smirked with his fangs partially showing as he was two inches taller than Zecora. And the best part for the yellow thestral, was that Zecora had yet to speak a word.

“What’s wrong?” Butterbat tilted his head. “Can’t come up with a rhyme this time?”

“You…” Zecora sputtered, his eyes still bulging wide as if he was staring at a ghost before pressing a hoof against his forehead. “Applejack did mention what you would look like, but I just had no idea that this is how you would strike. What do you even possibly want from me? And why does dominating him bring you such glee?”

“Oh, so you’re still competent enough to rhyme, that’s disappointing,” Butterbat shrugged, glancing up at the tree as he watched Rainbow Blitz sluggishly fly off the branch and shakily walk back into the hut. “Why don’t we follow our fucktoy inside and I’ll tell you everything you need to know.”

“He is my fucktoy, you insolent little boy,” Zecora hissed, checking Butterbat’s shoulder as he strode ahead of him and towards the door. “I don’t know what happened to Butterscotch, but you won’t be stealing Rainbow Blitz on my watch.”

“Rude,” Butterbat huffed, stretching his shoulder and patting it with one wing before following Zecora inside. “Is your dick that small that somebody fucking your coltfriend scares you?”

“What?” Zecora gawked. “You better keep your mouth shut. Have you really forgotten that my length is very big? Why, I bet yours is merely the size of a twig!”

“Oh that’s right, you didn’t get to see it!” Butterbat grinned, closing the door behind them with one hoof as he pointed a hoof at Rainbow Blitz as he attempted to go shower off. The blue pegasus stopped mid-walk in the hallway and looked behind his shoulder, listening as Butterbat continued. “Well, didn’t you hear Rainbow Blitz saying that I was the better stud?”

“He was just saying that, you stupid little bat,” Zecora’s eye twitched. “Now cut the bullshit and out with it.”

“Fine,” Butterbat scoffed, before taking a deep breath with his eyes closed. Opening them, the yellow thestral stared at Zecora. “I’m challenging you for the relationship, I want to become the Master and take over.”

Zecora didn’t even process the challenge for two seconds before snorting and grinning from ear to ear.

“Oh, that’s what this is about?” Zecora chuckled, shaking his head. “You being a leader brings me much doubt. Absolutely not, you can go back and eat your apples until your playtime as batpony is over and you come crawling back home with your big fat plot.”

“Okay,” Butterbat shrugged. “Then I’m taking Rainbow Blitz with me.”

“He’s not coming with you,” Zecora huffed.

“Actually, I will,” Rainbow Blitz trotted towards Butterbat, still soaking in thestral stallion cum as he pressed his muzzle against the yellow thestral’s neck before glancing at Zecora. “Unless some stud can prove that he can dick me down better than this little deviant who took advantage of me in the trees. You’re just going to let him get away with it~?”

Briefly, as Zecora growled with his eyes closed, Rainbow Blitz looked up at Butterbat and winked at him with a tiny smile. Butterbat felt his heart fluttering inside his chest, yet kept his best poker face as Zecora opened his eyes to glare at the both of them.

“Very well then,” Zecora sighed. “We shall have a showdown in my den. And I suppose punishing this femcolt and proving that I’m his Master is a good start. You will take his mouth and we’ll see who plays the better part.”

Feeling a longing deep inside him that was sparked by Rainbow Blitz’ wink, Butterbat shook it off as he nodded and glanced back at the blue pegasus. Just like earlier that evening, Rainbow Blitz had blinking pink heart eyes, this time turning his head back and forth to stare at both of the studs before him. The observation only confirmed Butterbat’s suspicions of the depravity that his coltfriend had sunk to as he watched the blue pegasus smile and turn his fat cheeks to Zecora.

“But that big bad bat pony got me all dirty~” Rainbow Blitz pouted, parting his rainbow tail to the side and fluttering his eyelashes at Zecora as he started to clap his cum-soaked ass cheeks. “Could you clean it off so it's not soiling my fur, pretty please?”

Zecora stared at Rainbow Blitz’ dirtied up figure and took a deep breath, with Butterbat sure that the striped stud was determining with his narrowed eyes and flared nostrils whether it was more degrading to lick off the cum of his competitor or to let it sink into Rainbow Blitz further with every minute it remained deep embedded into the blue femcolt’s fur. Finally giving a loud snort after a few seconds and closing his eyes, Zecora licked up the thestral stallion’s cum off Rainbow Blitz’ body. Despite not having the pleasure of making eye contact with his competitor, Butterbat still got to enjoy watching the blue pegasus’ eyes roll to the back of his head exaggeratedly as his tongue lolled out of his mouth without making a sound. If nothing else, the blue pegasus would be able to ensure that Butterbat would still feel cared for…even if he was having a hard time getting that same feeling from Zecora.

Meanwhile, Zecora felt deep discomfort and frustration building up within him. Not because of his beautiful blue slave, who he was more than happy to fuck even despite the tense circumstances, but because of the turn of events unfolding before him. When Applejack and Dusk Shine had frantically explained to him who Butterbat exactly was, all Zecora was expecting was a hungry thestral that wanted to eat a bunch of fruit. But this, a transformed stallion in body, mind, and spirit fully intending to make himself the new Master of the relationship…that was something that he couldn’t just brush off. A fact that Rainbow Blitz opened him up to, whether the butt slut intended it or not. Working his tongue with increased speed and precision, Zecora gulped the load off Rainbow Blitz’ body with a shudder. Growling and standing up straight, the zebra stud glared at Butterbat’s big smile.

“I sure hope you don’t mind my cum being sufficient lube for fucking Blitz over here~” Butterbat fluttered his eyelashes. “Or would you want to lick that out too?”

“Let’s just get to the part that I’ll actually enjoy,” Zecora huffed, mounting Rainbow Blitz as he rested his hooves on his slave’s cutie marks and hotdogged his thick dark length between his slave’s big blue buns. “Then I’ll destroy your petty little ploy.”

“We’ll see about that,” Butterbat scoffed, before standing up and resting his forehooves on Rainbow Blitz’ shoulders. Pressing the tip of his dark yellow length against Rainbow Blitz’ muzzle, the thestral looked down at his coltfriend. “Enjoying yourself down there?”

“Oh Solaris yes~” Rainbow Blitz shuddered, feeling his cock hard as a rock as he was sandwiched between two aggressive studs that were pent up. Wanting nothing more than to earn a load of thestral cum down his throat again, as well as a load of zebra cum in his ponut to mix in with Butterbat’s recent load, Rainbow Blitz proceeded to twerk his ass on Zecora’s dick as well as licking the tip of his thestral lover’s awaiting dick. Almost in unison, Butterbat slipped his cock into the blue pegasus’ awaiting mouth and Zecora began to line up his dick with Rainbow Blitz’ ponut. Penetrating his slave, Zecora gave a deep sigh as he closed his eyes and felt himself starting to relax a little. Intending to put a swift stop to the absurdity that was unfolding, Zecora was confident that he’d soon enough get Butterbat to turn back into the pegasissy that the zebra stud loved and wanted with all his heart. As much as it hurt to be mean to the thestral knowing that he was once Butterscotch, Zecora felt that the tough love would work somehow. Taking a deep breath as he had half of his dick inside Rainbow Blitz, he slowly opened his eyes to see Butterbat shoving all ten inches of his dick down the blue pegasus’ gullet.

When the relationship started, Rainbow Blitz hadn’t been able to easily deepthroat without some kind of potion from Zecora. Now, the blue pegasus was not only able to deepthroat naturally, but he was about to be spitroasted for the first time during it. Feeling the familiar sensation of his backdoor being so roughly yet hotly filled by zebra dick, Rainbow Blitz’ eyes rolled to the back of his head as he had nearly reached his third orgasm. The rainbow-maned stallion knew that he would likely see stars and pass out if he came a third time, so he held off as best as he could to prioritize his studs’ pleasure and competition. Yet, with Zecora pushing more and more of his length inside while Butterbat already had his whole length slipped past Rainbow Blitz’ muzzle, the juggling act was becoming increasingly overwhelming. He felt like he was moments away from being thrown into an unfathomable nirvana that would eclipse any sexual pleasure before it, and felt his head spinning into the sea of pleasure as Zecora hilted himself inside the blue femcolt’s tight ponut.

“My little butt slut, shall we continue this rut?” Zecora asked the blue femcolt, softly circling one of his slave’s cutie marks with a deep grin. Despite having a fat length stuffing both of his holes, Rainbow Blitz gave a affirmative clap of his ass cheeks that spurred on the zebra stud. Glancing up at Butterbat, who stared intently into the zebra stud’s eyes, Zecora spoke to him. “Enjoy the last time domming this femcolt slave of mine, perhaps my imminent victory will be a sign?”

“You mean,” Butterbat muttered, proceeding to pull out most of his length from Rainbow Blitz’ throat and mouth till his tip was inside. “My victory?”

Slamming most of his length back again, causing Rainbow Blitz’ eyes to tear up from the intense intrusion, the blue pegasus barely had any warning of Zecora pulling out most of his length before slamming back in faster than Butterbat did and crushing the blue femcolt’s p-spot. Pleasurable shocks rushing throughout his body, Rainbow Blitz’ tail shook as he moaned loudly against Butterbat’s fat dick.

“Perhaps we should pull out and thrust back in at the same time,” Butterbat spoke to Zecora, even though he was looking down at Rainbow Blitz with a tiny smile. “Competition or not, this little butt slut deserves to experience the peak of submissive pleasure.”

“Perhaps we can agree on something then,” Zecora nodded, proceeding to pull out till only his tip was still in. With Butterbat doing the same with his dick, both of them looking at each other with a little less tension, Zecora continued. “On a count of three is when. One, two, three!”

With Butterbat and Zecora both slamming their lengths in at the same time, Rainbow Blitz spasmed and cried out, his vision blurring as pre began dripping from his untouched dick. Both Butterbat and Zecora repeated the motion, managing to synchronize their thrusts the same way as the thestral’s full dark yellow balls repeatedly slapped against Rainbow Blitz’ chin, and Zecora’s night black balls slapped against the blue femcolt’s much smaller balls. Feeling objectified in the best possible way, a fleshlight for superior studs’ desires as the PLAP PLAP PLAP of their quickening thrusts began to fill his ears, Rainbow Blitz felt his orgasm seconds away. The powerful scent of thestral and zebra musk, the maddening pleasure of being so thoroughly filled from both holes, and the grunts and growls of the studs using him, completely undid the blue femcolt. Howling against Butterbat’s pistoning length, feeling Zecora viciously crushing his p-spot with his own jackhammering thrusts, Rainbow Blitz began to see stars as all of his thoughts and feelings were whited out to the mindbreaking pleasure that was any shred of remaining masculinity being wiped out by the sheer force of two studs railing him from both ends. Jizzing a pathetic amount of seed on the floor, Rainbow Blitz was hanging onto his consciousness by a small thread. Not only did he want his studs to see through their competition, but he was becoming downright addicted to the feeling of dick and being used. His eyes rolling to the back of his head, Rainbow Blitz happily gurgled as he felt his limbs starting to give way.

“Looks like the butt slut still wants more,” Butterbat chuckled. “What do you say we help him out a little?”

Before Zecora could ask what Butterbat could possibly mean, he witnessed as the thestral hooked his forehooves underneath Rainbow Blitz’ shoulders and lifted the blue femcolt’s forelegs off the ground. Using his grip on the blue pegasus’ forelegs, Butterbat stood on his hindlegs as he continued to piston his dick in and out of the happy femcolt’s gurgling mouth. For the first time since they had entered the hut, Zecora’s eyes widened at the sexual feat he was witnessing, before the zebra stud felt a searing red hot anger as he did the same. Hooking his forehooves underneath the pegasus’ hindlegs, Zecora also stood on his hindlegs as he lifted the pegasus up. With Rainbow Blitz completely off the ground, being held up by Butterbat and Zecora as the two kept jackhammering into him, the blue pegasus no longer had to worry about standing as he let himself fully embrace being a sex object for both studs.

Butterbat smirked, having performed two unique sex tricks in the night so far. And even though he had felt close to cumming for a while, he felt the moonbeams from the window empowering him, keeping him on the edge of orgasm in order to give him the upper hoof. He was a thestral, a pony of the night, and as long as the moon was up, he was the adonis Zecora was and more. But with Zecora not knowing this, Butterbat watched as Zecora’s ears flattened, a glimpse of weakness on the striped stud’s face as he visibly gritted his teeth and one of his eyes twitched.

“Giving up?” Butterbat teased. “It's okay, after all, Rainbow Blitz has an irresistible tight little backdoor. I’m sure going to love fucking it over and over again until all his ponut knows is my dick~”

Feeling his anger peaking, Zecora proceeded to slow his thrusts as he abstained from reaching his orgasm. Zecora couldn’t just let the next stud to fuck Rainbow Blitz take him away, and faced with the sadness that would come from losing, the striped stud refused to give in. Butterbat didn’t waver, still fucking Rainbow Blitz at the same pace. Given that he already came inside the blue femcolt earlier, the thestral was able to keep going without breaking a sweat. But one factor that he wasn’t ready for was Zecora’s determination skyrocketing, leaving the two at an impasse as both proceeded to fuck Rainbow Blitz for what felt like at least an hour.

With them both spitroasting Rainbow Blitz well into the night, the blue pegasus felt like he was teetering on the line between consciousness and everything going black, not even aware of the time passing as he experienced the fourth, fifth, sixth, seventh, and then eighth orgasm. Pathetic spurts of jizz landing on the floor a couple more times until he had no more cum to give, simply having dry orgasms while the two stallions fucked away at his holes. No matter how much longer it took, the blue femcolt couldn’t see himself walking properly for the rest of the week. Breathing through his nostrils consistently was what kept him from passing out entirely, and he yelped with surprise as the two picked up the pace.

“One of us has to give in and cum,” Zecora snorted. “Otherwise we’re going to keep fucking him until all three of us feel numb. Perhaps we should consider this to be round one, and determine the winner when round three is done?”

“Are you trying to make this a tie?” Butterbat snorted. “Because I could keep going for hours, so clearly I’m the winner. But sure, if you need me to fuck your ponut as well in order to prove I’m the Master, we could make this round one.”

“Oh thank the stars above,” Zecora muttered, barely hearing the rest of what Butterbat said, before glancing down at Rainbow Blitz. “Time to this femcolt slave all of my love~”

Hilting his entire length inside his blue femcolt’s tight backdoor, Zecora finally let go as he gave a deep moan and unloaded his balls. Cumming ropes of his zebra seed inside Rainbow Blitz’ ponut, he heard the mostly quiet and nearly unconscious blue femcolt squeal and moan at the feeling. Seeing various spurts of both Zecora’s seed and his own seed splooshing out of his coltfriend’s ponut, Butterbat grinned sporting his fangs as he allowed himself his much needed release. Hissing through his teeth, Butterbat felt his third orgasm unloading down Rainbow Blitz’ throat and into the submissive femcolt’s stomach. After he finished cumming down the pegasus’ mewling mouth, he steadily pulled out at the same time Zecora did. With the two stallions still holding Rainbow Blitz up by his limbs, they knew that if either of them let go, the blue femcolt would’ve tumbled onto the ground.

“Let’s get this sweet pony to bed, then we can decide who gets bred,” Zecora sighed, rubbing his hoof around Rainbow Blitz’ cutie mark in circles. Butterbat felt a hint of pain inside him, able to see the blue pegasus just cum-drunk and content to be used however Zecora wanted. The blue pegasus’ head didn’t even stay up anymore, his muscles completely relaxed as his muzzle pointed towards the ground. Pretty sure that he had passed out, Butterbat and Zecora both began moving past the cauldron while holding Rainbow Blitz up by his limbs, walking sideways until they reached the bed that the three shared. Feeling that hint of pain hit harder at the normally loving center of their relationship, Butterbat felt his floofy thestral ears flatten against his head as he tried not to tear up. There was something about trying to rip everything away from Zecora that didn’t carry as much satisfaction as it did before, and yet, his brain held a stubborn insistence that nothing would change if he didn’t fight for this.

Letting go of Rainbow Blitz’ forelegs and gently setting his upper body on the floor, he watched as Zecora threw the knocked out pegasus over his shoulders and climbed onto the bed. Watching as Zecora tilted his body, letting Rainbow Blitz fall onto the bed with a small thump, Butterbat’s heart fluttered as Rainbow Blitz instinctively reached for the nearest pillow and brought it to his floofy blue chest. Zecora then jumped off the bed and brought his teeth to the blanket, pulling it out from underneath Rainbow Blitz and then throwing it over the sleeping pegasus. Tucking him in, Zecora then nuzzled his slave’s rainbow mane before looking to Butterbat.

“Go on and continue to fight, but you know damn well that I’m not the only one being affected tonight,” Zecora glanced at Rainbow Blitz, before returning his glare to Butterbat. “Does that mean anything to you? Is domming the both of us something you hold to be true?”

“Yes!” Butterbat snapped, his ears snapping back up as he felt his pink tail swinging from side to side as if he was going to break into a tussle with the striped stud right then and there. “And there’s no reason for you to guilt me. You know how much Rainbow Blitz enjoyed what just happened.”

“I most certainly won’t deny that,” Zecora shrugged. “But he was merely focusing on getting plowed by a bat. What about when he wakes up to this mess? Don’t you think it’ll cause him much unnecessary stress?”

“That’s implying that there’ll be a mess to begin with,” Butterbat shrugged. “I like to think this relationship will be better run by me. Everyone’s feelings will be taken into account, especially mine.”

Butterbat didn’t bother staying in the room, storming out of the bedroom as he walked back into the main room where the cauldron was. Sitting down and staring at the ghoulish green liquid that was bubbling up inside, the thestral was vaguely curious about what kind of concoction was being created in there. He knew that the zebra was always working on different potions, ones that either enhanced their sex lives or helped them gain more productivity in their day-to-day tasks. The striped stud was as intelligent as he was muscular, and sitting in the room by himself, Butterbat wondered how in Equestria he would live up to be a Master.

But he didn’t need to tell Zecora that.

Watching as the bulky zebra slowly walked back into the room and sat beside Butterbat, staring at the cauldron briefly before glancing at the thestral, Zecora sat up straight and puffed out his chest as he looked to the other stallion with a piercing gaze.

“You can’t actually be asking to fuck my backdoor,” Zecora shook his head. “Three orgasms and you still want some more?”

“Yes sir,” Butterbat grinned, ignoring the steadily growing concerns of the consequences of his actions as he felt his dark yellow cock starting to stiffen with returning arousal. “Why, you have taken it up the ass before…right?”

Zecora’s pupils shrunk to pinpricks as for what was a very rare occurrence, the striped stallion actually blushed through his white and black fur. His ears flattening against his fur, the soft expression almost made Zecora look like a virgin. Butterbat’s ears perked up, exposing his fangs in a deep grin as he placed his hoof on Zecora’s shoulder.

“Don’t tell me, you are?” Butterbat whispered, his tail briefly swatting Zecora’s flank as he rubbed the zebra stud’s shoulder. “Oh my goodness, what a delight. Well, you know what they say right? Don’t knock something unless you try it? Of course, this still is a competition for my place as the leader of this relationship. But I’m a thestral, not a monster. I’ll still make sure you are as comfortable as possible.”

“You…don’t need to be so nice to me,” Zecora stammered, tempted to move away from the touch that normally disgusted him when he thought about it. There was a deep level of shame to be had when it came to being the bottom as a male in Zebrica. Zebra stallions, whether they were into mares, stallions, or a bit of both, were supposed to be the model species when it came to carnal affairs. Zecora prided himself on being just that, to the point where he had many of Ponyville’s citizens under his thrall at one point. But now? For whatever reason that the universe may have had, Zecora was being confronted with the very pony that he had hoped to turn into a fully mindless submissive. Did he just need to try harder? Had he failed? Perhaps he should’ve been harsher on Butterscotch, breaking him over and over again till all he wanted was to be dominated?

Or should he perhaps listen to Butterbat, and actually try to entertain the other side of the coin? While taking it up the backdoor went against everything that made him a zebra in his culture, he wasn’t exactly in Zebrica anymore. And perhaps this was necessary for Butterbat to realize that domming wasn’t actually what he wanted in the long-term. Taking a deep breath, Zecora shakily stood up and walked towards his potions.

“No, I am not trying to gain the upper hoof here,” Zecora explained before Butterbat could complain about the zebra reaching for a blue vial. “But I’ll need something to help with my inexperienced rear. It’ll still be tight for sure, but the fucking will lack pain and be pure.”

Butterbat quietly nodded, standing up as he watched Zecora pop the cork off the vial and gulp down the contents in one go. Placing the empty vial with the others on the bottom shelf, Zecora waited for a few seconds before giving a deep shudder that rippled throughout his fur. Watching as the striped stud’s fur deliciously stood on end, Zecora’s teeth gritting as his eyes nearly rolled to the back of his head, Butterbat knew from the zebra stud’s first experience with anal potions…that he was going to have a lot of fun with popping the striped stallion’s ponut cherry. It wouldn’t be like the special sex position like he had in his dream, but it would be something even better. Their experience together would be the real deal, with Zecora as he was. Zecora eventually ceased in his shuddering, closing his eyes and taking a deep breath as he stared at Butterbat with a blank expression.

“I’m ready now,” Zecora clarified. “G-Give me your best plow.”

Before Zecora could turn around and present the ponut that Butterbat was still blown away over being able to have, Butterbat moved forward and brought his muzzle to the zebra stud’s muzzle and kissed him. Instantly bringing his long and thin thestral tongue into Zecora’s mouth, and feeling the sensual familiarity of the zebra stud’s thick tongue, he wrapped his tongue around the other tongue. Sucking on Zecora’s tongue earned a surprised moan from the zebra, and while Butterbat kept his eyes closed, he could practically feel the striped stud’s dom energy slipping away little by little. Possibly, Zecora could just give into being a sub and all of Butterbat’s problems would solve itself. And even though Butterbat didn’t exactly feel better from the thought, that didn’t stop Butterbat from moving forward. With Zecora moving backwards until the zebra stallion’s toned ass pressed up against the wall, the striped stud felt pinned by Butterbat as the thestral didn’t relent for several more seconds. Pulling back, licking his own muzzle with his long tongue, Butterbat gave Zecora bedroom eyes before fluttering his eyelashes.

“Oh my,” Butterbat teased, before glancing down at Zecora’s stiffening length. “Nice to see that you’re enjoying yourself too~! So I was wanting you to lay on your back so I could see your face properly, pretty please?”

“Alright then,” Zecora sputtered, moving away from the wall as he sat on his back and moved his legs apart so that his black ponut was easily accessible to Butterbat. “Just l-let me know when.”

“Of course I will,” Butterbat walked over Zecora till his forehooves were on each side of the zebra’s head. With his floofy yellow chest right above Zecora’s striped chest, Butterbat felt Zecora moving his hindlegs so that they rested against the thestral’s hindlegs. Butterbat then pressed the tip of his hard length against Zecora’s welcome ponut. “I suppose something tells me that your vial also lubed you?”

Zecora nodded, not being able to take his eyes off the very first dick to soon penetrate his backdoor, which was completely unheard of back in Zebrica. And where he was supposed to feel shame, he felt safe and cared for in the carnal embrace of a stallion that he knew still loved him despite the tense circumstances they were experiencing. Being able to lay back and let somepony else give the pleasure for a change was a feeling that was as foreign as it was relieving. Gasping as he felt Butterbat trying to push his dick inside the zebra’s ponut, Zecora saw a deep smile on the thestral’s face. But unlike the many before, it wasn’t a smirk, but something that felt different.

“I’m about to go in, I love you,” Butterbat whispered, before pushing the tip of his dick successfully inside his zebra lover with a bit more effort. Zecora gave a deep masculine moan that threatened to be high-pitched, and even felt Butterbat’s dick twitch a little inside him. He was just like Butterscotch in that sense, very clear when something turned him on. How could some part of Butterscotch want this? Want to dominate the zebra? Why was he starting to enjoy it?

With a deep pang of pain, Zecora didn’t say the words back. It was only a few months since they had started dating, and while the two pegasi had said it to each other and Zecora many times, the zebra stud hadn’t returned the words to them. The fact that he was able to close himself off to any lovers was a feat within itself, but to reach that threshold with the two ponies he had committed himself to? He wasn’t ready, but apparently was still willing to do a lot of acts that he himself swore that he would never do. Feeling more of Butterbat’s length pushing through, it was halfway in when Zecora felt an absurdly big jolt of pleasure from a specific spot inside his backdoor. Throwing his head further back against the floor and giving a loud “GAH,” Zecora felt his face getting even more red as he started to breathe fast.

“Painful still?” Butterbat asked, and Zecora shook his head.

“This is somehow pleasure beyond what I can say,” Zecora admitted. “Understanding what it feels like to be on the other end as somepony else’s prey.”

“Ooooooh~!” Butterbat smiled. “Then I must’ve hit your p-spot then. You’ve done that to both of us many times, and I’m glad I could introduce you to the pleasure you’ll be experiencing more often~”

Before Zecora could come up with some useless protest to hide how he truly felt on the matter, Butterbat cooed gently as he slowly pushed the rest of his twitching length inside. Grunting and letting out little moans here and there, Zecora gritted his teeth to keep himself from straight up howling like a harlot. Watching his zebra sub’s facial expression contort in subtle yet glorious ways made Butterbat’s heart soar, and his desire started to increase as he pulled most of his length out and slammed it back in. The unexpected sensation caused Zecora’s eyes to shoot wide open as a loud moan came out of his muzzle. Butterbat balanced on three legs as he used one of his forehooves to caress Zecora’s face, watching as the zebra’s ears flattened from the touch.

“Why are you ahn!” Zecora yelped from the next thrust smashing his p-spot, noticing with the ability of his special vial, that he was able to comfortably fit enough of the thestral stallion’s length that there was a small imprint appearing where his stomach was. “Why be nice to me during this rut? Do you truly like having me take it up the butt?”

“Yesssssssssssssssss~” Butterbat hissed, bringing the forehoof caressing Zecora’s face back to the floor as he began rutting the zebra in earnest. He didn’t know if ever an opportunity would come again, either with Zecora or Rainbow Blitz, so he stopped thinking entirely as he gave into a powerful rutlust that surpassed what he experienced with his best friend. After all, being the first and likely only pony to ever dominate Zecora was no small accomplishment. He pistoned his hard dick in and out of Zecora’s needy ponut as the thestral’s eyes rolled to the back of his head, his long bat pony tongue rolling out and drooling all over his submissive’s face. Marking the zebra with his saliva, his pounding dick, and just his overall new presence…was a dream cum true. So much so, that Butterbat didn’t see himself being able to last long. Despite the strength that the moon gave him, it didn’t fix that he was on a rutlust about to cum.

“Yes yes yes!” Butterbat growled with each thrust, briefly glancing down to make sure Zecora was okay. With his forelegs pressed against his chest, the zebra also had his eyes unfocused and little gasps escaping here and there. But that wasn’t the best sight for Butterbat. The best sight was when he glanced further down and saw the normally dominant zebra dick flopping back and forth, pre spilling out of it even though the dick was completely untouched. It was so big, thick, and delicious having been stuck inside countless mares and stallions…but Butterbat took away Zecora’s usefulness and his masculinity for the night. Even the zebra stud’s fat balls that unloaded in many ponies sat full and unreleased, that is, until Butterbat was able to introduce to his normally dominant lover the beauty of having an orgasm with his genitals completely untouched. Promising himself that he’d at least get Zecora to cum from the p-spot pounding alone before letting himself have a fourth orgasm, Butterbat determined himself to fuck faster than any of his poundings before. Starting to use his steadily depleting moon energy to fuck Zecora even in a faster blur than he did with Rainbow Blitz in the tree, Butterbat felt time itself start to leave his grasp as each thrust bled into the next.

“OOOOOOOOOH FUCK!” Zecora screamed, unable to process the speed of which Butterbat was fucking him, only feeling a constant pounding into his p-spot that brought the orgasm that he didn’t know he was about to have crashing into him. Closing his eyes in an attempt to process the pleasure, he felt hot white ropes of his own once superior zebra seed splashing against his muzzle and chin. Landing on his chest and even as far as on his mohawk, Zecora felt used in the best way possible. He knew very well that the unnatural fucking was something that even most experienced stallions would break from, so he didn’t feel too disappointed in himself from the sudden orgasm. As soon as the last bit of his own cum spurted on his chest, Butterbat significantly slowed down his thrusts to his steady pounding for a few more times before sighing as he hilted himself inside Zecora. Looking at the ropes of Zecora’s own cum drizzled all over his face, Butterbat brought his muzzle to the zebra’s face as he licked the semen while unloading his own deep inside Zecora. Hissing with delight, Butterbat pumped shot after shot of his hot seed inside the zebra until he had no more cum to give into that orgasm. Slowly pulling his dark yellow dick out of Zecora’s gaping ponut, Butterbat snickered as he slapped his still hard cock on both of the zebra’s cutie marks.

“Now before you get to any crazy ideas of pounding me a second time,” Zecora wheezed. “I think the third round should involve me filling up your ponut with slime.”

“Should there be a third round if I technically won the last two?” Butterbat tilted his head, stepping back so he could allow Zecora to move as he wished. “I think by that logic, I’m the Master of this relationship now.”

“Now you’ve forgotten the beauty of loopholes you see,” Zecora smirked as he proceeded to wipe the thestral cum off his face. “But we never agreed to best two out of three. We just agreed to determining a winner after three rounds, which is good because my dominating skills know no bounds~”

“Now I don’t know what superpowers you possess,” Zecora continued as he got up with drying cum still painted on his chest, walking back towards his shelf of potions. “But four orgasms and a hard dick leaves me little room to guess. This isn’t a fair competition until I take potions to unleash my special skill. Let the winner of the third round take all, although something tells me my equally empowered state will bring you back into my thrall~”

Watching with a cold fear taking over his body, Butterbat witnessed Zecora take multiple vials and drink them down all at once. With the thestral not in the loop of which potion was which, and how they’d empower Zecora altogether, Butterbat squeaked as Zecora approached him and cupped the yellow femcolt’s cheek with one hoof.

“What’s the matter, Butterbat?” Zecora softly smirked as he pressed his muzzle against Butterbat’s muzzle. The yellow thestral breathing in the zebra’s scent was nearly his undoing, his nostrils struck by the most intoxicating scent. It was Zecora’s normally strong masculine musk, this time mixed in with the addicting smell of fruit that teased his thestral senses. Butterbat barely heard Zecora continue. “No longer interested in a witty chat? Well that is more than alright. What position for you feels most right?”

“Um,” Butterbat proceeded to turn his ass around and parted his soft pink tail to the side. Even though he didn’t have his normally fat pegasissy ass cheeks for the zebra to clap, his toned butt was still decently able to wiggle. Shocked at his own readiness to submit to the zebra again after the whole performance of domming both him and Rainbow Blitz, the fact of the matter sent the thestral’s mind spiraling. How could he want to both submit to a Master, and yet turn against him like he just did moments ago? None of it made sense to Butterbat, but that certainly didn’t stop the thestral from allowing Zecora to stretch out his tongue and start properly rimming his ponut. Gasping at the lovely sensation of his Master warming him up, Butterbat hummed at the circular motions he felt on his backdoor until with no warning, Zecora slipped his tongue inside. A small benefit that somehow came with the transformation, that Zecora noticed, was that the thestral’s backdoor tasted completely clean. Zecora felt completely comfortable with then sticking more of his fat tongue inside the tight walls of the thestral he intended to break all over again. And with Butterbat’s muffled moans and feminine squeaks that were nearly identical to Butterscotch’s normal sounds, Zecora suspected that it would be even easier than he hoped.

Slightly crouched down when he was rimming Butterbat, Zecora lifted one of his forehooves and smacked Butterbat’s right ass cheek harshly. Butterbat yelped, feeling his hard length that he was planning on sticking in Zecora uselessly flopping about between his legs. Despite the power that flowed through the zebra stud’s veins now, Butterbat believed that he could still win the third round and prove that he could be the Master of a once dominant zebra and a pegasissy butt slut. Then, Butterbat felt the stinging pleasure of an equally hard smack against his left cheek, before feeling his ass being smacked with more force repeatedly. Right cheek, left cheek, right cheek, left cheek…till Butterbat felt tears in his eyes from the pain. He felt less interested in trying to fuck Zecora a second time, instead thinking of a whole different strategy to win the third round. Vividly remembering how he performed with Rainbow Blitz in the shower, Butterbat gritted his teeth and steeled his resolve.

“Are you going to keep licking my asshole all night, or are you going to fuck me?” Butterbat hissed, even lightly swatting Zecora’s muzzle with his tail for good measure. Zecora pulled back, standing back up completely tall as he proceeded to mount Butterbat. Throwing his sturdy forelegs over the trembling thestral’s shoulder and pressing his muzzle against the back of Butterbat’s neck, Zecora felt his primal need as a zebra stallion to reclaim his place take over. Sure, trying the other end of sexual pleasure might’ve been all well and good, but in the positions that they were currently in, the zebra stud felt like they were in their rightful place.

“Such an attitude from somepony who assumes they’re in charge,” Zecora whispered, the lower volume in his voice somehow even more intimidating to Butterbat than if the striped stud roared. Zecora pressed the tip of cock, already stiff and erect from the beautiful effects of one of his many potions. “Now get ready for a cock that might feel a bit more large~”

Before Butterbat could ask what Zecora meant, he felt the familiar sensation of the zebra stud’s powerful bitchbreaker penetrate his backdoor. True to his word, the striped stallion’s dick felt slightly thicker than Butterbat remembered it to be. The fullness of what was only the first few inches inside him gasped Butterbat to gasp and tremble harder in his hindlegs, not ready for the devastating combination of a thicker zebra cock combined with the mysterious smell of fruit that came from his Master’s body. Feeling the zebra hit his p-spot caused a full-on shudder to run throughout the yellow thestral’s body, Butterbat gritting his sharp fangs as a “mmph” escaped from his teeth with his floofy bat pony ears flattened against his pink mane.

“I’m not even halfway inside yet!” Zecora snickered, each spurt of his hot breath on Butterbat’s neck causing the thestral to further lose himself in the sensations. “Why I sure hope you don’t break a sweat!”

With the last word, Zecora shoved the rest of his monstrous cock deep inside the incredibly tight walls of the thestral. With Butterbat’s transformation, it was like fucking a virgin without half the pain involved. Instead, what would normally be an intense amount of discomfort was instead dizzying pleasure that nearly made Butterbat cum right on the spot. Butterbat almost forgot his plan, remembering it just in time as Zecora began to pull most of his length out. Waiting till only the tip of his dark length was still inside, Butterbat continued to keep his teeth gritted as he pushed back. Attempting to move far back enough to hilt himself on Zecora’s dick, he heard the zebra chuckle.

“Trying to power bottom of all things?” Zecora laughed. “Don’t you know that I hold all the strings?”

Butterbat felt the hot shame of his zebra stud’s demeaning laugh, but refused to give in. Pulling back as much as he reasonably could with Zecora mounted over him, he proceeded to fuck himself on the zebra stud’s dick. Which if Zecora was Rainbow Blitz, would’ve worked wonders. But instead, all Zecora did was continue thrusting to meet Butterbat’s thrusts with loud thunderous plaps as the zebra’s body collided with the thestral’s ass. Merely the sensation alone of their bodies colliding was easily enough to get Butterbat to cum, but it was the smashing of his p-spot that nearly did him in. Much to his shock, Butterbat suddenly felt the beams of the moon from the window leaving him. In less than five seconds, the moon was replaced by the sun in a feat that could’ve only be explained by one pony.

“Fucking Artemis,” was the last two words that Butterbat snarled before losing the energy in his backward thrusts, and suddenly feeling the mental equivalent of being hit by a train. With the moon no longer giving him the energy he desperately needed to win the third round, the thestral wailed as his useless bouncing cock spurted ropes of seed on the dirty floor. The amount of cum that decorated Zecora’s floor was quite a lot, more than any of them would want to lick up. And Butterbat even found himself slipping on his own cum, inadvertently landing himself in a head-down-ass-up position as Zecora proceeded to absolutely pound the cum out of his femcolt.

“So it was the moon?” Zecora laughed. “Must’ve been if you’re currently singing a different tune!”

“Noooooo,” Butterbat whined, and Zecora stopped with a cold jolt throughout his body as he detected the genuine pain in the thestral’s voice. “I don’t want…everything to go back to the way it was. Please.”

Immediately pulling his dick out of Butterbat’s ponut, watching as the yellow thestral rolled onto to side and buried his face in his forehooves, Zecora took a step back, his eyes widening as he watched the bat pony that was initially fired up to dom him and Rainbow Blitz over and over again start to cry. Whimpers escaping from the thestral’s muzzle as he was shaking, Zecora felt the realization of Butterbat’s pained cry hitting him like a stack of bricks, stinging right in his heart.

You were so prideful of what it meant to be a good zebra in Zebrica’s eyes, that you never listened to his cries. He just wanted to be seen as the switch, and instead you treated him like a witch…

You didn’t love him.

You failed him.

A real stallion cries, he doesn’t leave his lover to fly away in the skies. Show something you fucking piece of shit, show him a stallion who doesn’t quit!

Feeling for the first time ever since he moved to Equestria, a tear rolling down his face, Zecora took a deep breath before walking towards Butterbat. Pressing his hoof into his lover’s shoulder, Zecora watched as Butterbat moved his forehooves away from his own face to stare at the zebra stud with watery pink eyes.

“I’m realizing what it is that you need,” Zecora explained. “And I understand now that it is not to lead. You love both to be my slave and to sate your own unique desires that you sometimes crave. And if I’m telling the truth, I was going off very rigid Zebrican traditions ingrained in me since my youth. Simply having you as a slave isn’t something that works for you, and now I know what I can do. While I’m not quite sure if I want to have my backdoor used a lot, I wouldn’t mind you riding me or power bottoming with that fat pegasus plot~”

“Y-You mean that?” Butterbat squeaked, his eyes bright as he was starting to wiggle with anticipation. Zecora decided not to answer the question with his words, instead bringing his black-furred muzzle to the thestral’s lips and kissing him. Pushing further into the kiss as he closed his eyes and hummed into the gentle lip-lock, Zecora felt a jolt of excitement as Butterbat did the same. The realization that he intended to make the two pegasissies completely blank to their own sexual desires brought a pang of guilt inside Zecora. And while Rainbow Blitz’ desires just happened to line up perfectly with what Zecora wanted, the same couldn’t be said for Butterscotch. The yellow pegasus was simply too unique and sassy to be put in a box despite the old Zecora’s efforts…

…and the new Zecora wouldn’t have it any other way.

What started out as a perfectly comforting kiss started to escalate despite the two knowing that the circumstances were a little inappropriate. Seconds into introducing tongue into the mix, the two genuinely enjoying the physical touch of one another instead of competing, their tender moment of knowing each other’s mouths intimately was interrupted by a banging at the door.

“Did it work?!” Zecora rolled his eyes as he heard a familiar country twang booming on the other side of the door. “That damn moron ate all of mah fuckin’ apples and ah’ve got a few words to share with him!”

“Applejack! Calm down!” a sharp voice spoke over Applejack, and Zecora got up as he heard Dusk Shine’s voice continue. “Sorry about that, Zecora. Are you in there? We would love to speak with you.”

“Yes I am, no need to give my door another slam,” Zecora trotted towards the door, moments away from opening it when he paused. “Uh, if I can have Applejack’s word that he saves his attitude for another day? Butterbat is going through quite a bit and I’d prefer to keep any further negativity at bay.”

“Fine, ah guess I’ll wait outside then,” Applejack growled, and with that out of the way, Zecora slowly pushed the door open. Seeing the tall Dusk Shine at the front of the four stallions, glancing over Zecora’s shoulder as he gasped, the zebra turned to see that the stallion that was Butterbat was completely transformed back into his normal self. Looking at the femcolt Butterscotch’s striped body and fat butt still drenched in zebra cum despite him turning back, Zecora felt a crashing relief that Butterbat was no more. Seeing Butterscotch completely passed out from the overstimulation, a gentle smile on his face, Zecora turned to the four stallions at the door. There was Dusk Shine, his jaw dropped and his face red as he was still staring at Butterscotch laying in his own pool of cum. Bubble Berry was grinning from ear to ear, jumping up and down at the safety and return to his friend’s normal form, while Elusive had a gentle smile on his face. Applejack, who remained in the back of the group, briefly glanced at Butterscotch before huffing and looking away.

“Still doesn’t change that my apples were all eaten,” Applejack pointed out.

“I’ll make sure all three of us compensate you,” Zecora reassured the farm pony. “So rest assured you will receive what is due. I thank the four of you for going all the way to Canterlot to make sure Solaris and Artemis fixed this, now my beautiful Butterscotch can now enjoy unfiltered bliss.”

“Of course, and thank you,” Dusk Shine gave a brief bow, before tilting his head. “Although, I think Artemis and Eris were going to make a quick stop tomorrow to check up on Butters. They both seemed very worried about him.”

“I understand, and thank you for telling me what they have planned,” Zecora told the Prince of Friendship. “Is there anything else I should be aware of? I believe I owe my Butters here a lot of love.”

“Looks like ya gave it to him already,” Applejack pointed out with a twitch of his muzzle.

“Applejack!” Elusive glared at the orange earth pony behind him.

“What? It’s true,” Applejack shrugged, being the first one to turn his tail to the hut as he steadily trotted away. “Well, I guess I’ll be seeing you again in the next few weeks.”

“Of course,” Zecora affirmed the farm pony’s statement, even though Applejack was long out of sight by the time he did. Glancing at the three stallions left, Zecora began to walk backwards into his hut. “Now all of you know I fixed this right at the source. Go and have a long sleep, while me and my pegasi lovers sleep in one big heap.”

Dusk Shine nodded, turning around and stretching out his wings over Elusive and Bubble Berry in order to get the other stallions to also turn around and trot off with the alicorn. Closing the door once he knew the rest of the Elements of Harmony were no longer lingering, Zecora took a deep breath as he rushed over to his shelf. Picking up a yellow vial and popping off the cork, Zecora quickly gulped down the contents as it rushed to his painfully erect cock. Having drank all kinds of aphrodisiacs, Zecora wasn’t ready for Butterbat to turn back into Butterscotch and pass out before the zebra even came once. Fortunately, the potion that he just drank nullified most of the effects he had subjected himself to, allowing his large cock to go flaccid so he didn’t feel more aroused than a prostitute getting gangbanged. Gasping as he placed the empty vial with the others, Zecora took a deep breath as he rushed past the cauldron and to Butterscotch. Managing to lift the yellow femcolt onto his back and shoulders despite Butterscotch being considerably heavier due to his fat cheeks, Zecora trotted down the hallway and into the bedroom the three shared. With Rainbow Blitz properly tucked in the blankets on one side, Zecora walked to the other side of the bed and placed Butterscotch on the other side. Despite the weight of Butterscotch, Zecora was able to readjust the yellow pegasus so he was resting against Rainbow Blitz, tucked in the blankets.

Considering everything that had happened, there was no sleep for the zebra stud to be had. He had just realized that everything he had grown up to believe in, about himself and how he should run his relationships as a zebra stud, had been little more than smoke and mirrors. Sure, it was true that he was naturally an adonis to be worshiped and praised, but it didn’t mean treating ponies as if they were less than when it came to their own needs. Everypony was equally important at the end of the day, and what Zecora needed most was a walk into Ponyville and a lot of time to think while his femcolts that he took for granted got their much needed rest.

Exiting the hut and locking the door to ensure the protection of his sweet ponies while he was out, Zecora took a deep breath as he galloped out of the forest. There was a lot on his to do list, and the zebra stud was determined to get everything done.

It was the least he could do for his beloveds.