Velvet 2

With a flick of her ignited horn, Chrysalis flashed Liam's clothing away, leaving him completely naked. His now freed cock sprung up at attention, his entire groin soaked in pre as his tip steadily dribbled the viscous fluid down his shaft. Both Chrysalis and Star licked their lips at the sight of a virile and needy male laying between them. The changeling queen wasted no time and ducked her head down to his cock, her fanged maw opening to take him all the way to the hilt in a single downward thrust.

Searing heat and delicious moisture swallowed Liam's shaft, engulfing his member in a level of pleasure that he didn't even believe was possible. The teasing and previous events of the night meant that Liam was on a hair trigger so light that after just a few seconds of her expert suckling, Chrysalis felt spurt after spurt of his fiery cum shoot down her throat. Unlike any pony, however, she was utterly unbothered by the apparent blockage of her airway, and simply continued to bob her head on his cock, swallowing repeatedly as glob after glob of sticky human cum slid down her throat.

Once Liam was finished with his first impressive load, Chrysalis slowly lifted her head from his cock, ensuring to capture every last drop of his seed in her mouth as his manhood popped out of her pouty lips. As he tried to regain his senses from such a powerful and sudden orgasm, Liam was treated to the sight of Chrysalis opening her fanged maw wide, her long tongue rolling and swirling in the pool of cum that utterly filled her jaw. Liam couldn't help but gawk at quite literally one of the hottest things he'd ever seen, that was, until Star darted forward, pressing her lips against the changeling Queen's in a bid to get a taste of her long deprived meal.

Star's tongue rolled out of her mouth, colliding and sliding along Chrysalis's, both mares moaning into the kiss as they held each other and shared the load. Chrysalis pushed Liam's spunk into Star's mouth, who rolled it over and over again in her mouth with her tongue, coating her teeth in a thin layer of the salty seed, before shoving her tongue back into Chrysalis's mouth, some of her saliva included. Over and over again, they shared the impressive load, dribbles of Liam's cum streaming down both of their cheeks, though neither mare seemed to care.

Only when they both had their fill of his taste, did they pull away and audibly swallow Liam's cum. When they both looked down, they found a somehow even more crimson human below them, his eyes wide and his chest heaving in excitement.

"I think it's about time you did something for your mare, don't you, Liam?" Chrysalis purred, using her magic to levitate Star into the perfect position for her to drop her dripping cunt onto Liam's face, "Why don't we fix that. Just tap if you need to breathe."

With that, Chrysalis deposited Star onto Liam's face, completely burying his mouth and nose in her damp folds. Star immedaitely let out a long, whorish moan as she felt Liam's tongue instantly get to work on her marehood. Like a dutiful soldier, he attacked her clit with his tongue and suckled on her nectar as she rubbed her cunny side to side on his face, adding just that extra bit of stimulation to her already well stuffed slut. Meanwhile, Chrysalis slowly sat down on Liam's cock, her velvety folds entombing his cock in the most sublime warm and tightness he'd ever felt. There was no way to deny it, she simply had the best pussy he'd ever felt.

Chrysalis began to bounce on Liam's cock, taking him to the hilt with ease as Star rode his face, her nethers quivering with gleeful anticipation of what was sure to come next. Beneath both of them, his mind swimming in a pool of lust and Star's natural lubrication dripping down his cheeks, Liam grunted and groaned with each hilt of his cock into the scorching confines of Chrysalis's pussy. Even through the haze of pleasure assaulting his groin, he couldn't help but marvel at the taste and scents filling every millimeter of his sinuses. Star's flavor was just something else that he couldn't believe he'd gone three months without. He solemnly swore to himself to never leave her moist folds untasted for longer than a few days at most for the rest of both his or her natural lives.

Of course, the taste of her lubrications could hardly compare to the flood of orgasmic fluids that rushed out of her snatch whenever she had a particularly powerful orgasm. Even after months apart, Liam could still tell the exact signs when his lover was getting close, and the way her left hindleg twitched three times in less than ten seconds, gave him all the information he needed to know that she was about to burst. The only issue was that he was running low on air, and the heated ministrations from either mare above him were only serving to deprive his oxygen content even faster. His only chance to maintain consciousness lay in driving his mare to orgasm as quickly as possible. With all the gusto and determination he could muster, Liam attacked Star's slit with reckless abandon, using every dirty trick he could think of as he felt the burning in his lungs once more.

Star threw her head back and moaned as Liam's tongue drew small circles around her clit in quick succession. Though his hands couldn't quite reach her sex, her cutie marks were especially sensitive targets that Liam made sure to squeeze and kneed like a cat. Lastly, using his nose to rub at the base of her g-spot, Liam managed to deliver bolt after bolt of euporhria straight to her brain. Star braced her forehooves on Liam's stomach, her wings flaring out as she cried out, her already sex-deprived mind reaching its pleasure limit as she found rapture.

"L-Liaaaaaaaaaammmm!!!!!!" She cried.

A torrent of marecum flooded out of her cunt, absolutely drenching Liam's face and neck in her climactic fluids as he gulped down as much of her nectar as he could. Star's entire body trembled as her orgasm washed over her, again and again, the sensory overload nearly driving her to unconsciousness from the pleasure. It was only through her discipline and training that she managed to stay awake and notice the frantic tapping of Liam's hands on her flanks as his lungs begged for air.

Star quickly lifted her sex from Liam's face, another gush of her marecum squirting out onto his face as he desperately gasped for air. The poor man looked like a drowned rat, though his face twisting and contorting into pleasure only reminded Star that there was another being currently riding his cock as if it was her only tether to life itself. Star glanced over to Chrysalis, finding the changeling queen panting slightly, her tongue lolling out of her mouth as a faintly green flush adorned her features, though aside from that, she appeared very much unaffected.

It only took a few more seconds for Liam to grunt and groan, prompting Star to look down at the meeting place of Chrysalis's cunny and Liam's cock, where more and more white seed spilled out around the seams of their conjoining.

"Oh? Came again, did you? My, you really do just love to be treated like nothing more than a living sex toy, don't you?" Chrysalis snickered, finally halting in her riding.

"I-uh... fuck... I..." Liam struggled for words, his hypersensitive cock reeling from pleasure as Chrysalis's folds convulsed and constricted on him, milking him much like she had earlier that night.

"Mmmmhhhhhh... What should we do with him next?" Star purred, leaning down and licking Liam's face, before diving into a deep kiss.

A sinister grin split on Chrysalis's face as she stared at the couple below her, "Oh, I think I have an idea..."

Chrysalis's horn lit up in a familiar green aura that glowed so brightly, it illuminated the entire room in a forest haze. Star and Liam were broken from their kiss as they stared up at the changeling queen, both unsure as to what exactly she planned to do. However, within moments, they received their answer as Chrysalis's magical aura enveloped Star. She was startled as she felt a sudden and strange change happening to her groin, and before her very eyes, something utterly unbelievable happened.

Two pairs of testies spawned below her belly, just above her slit, followed by the growth of a long, cylindrical shaft. It took her all of a moment to piece together exactly what was growing on her, and she could hardly keep the excitement off her face as her own stallionhood was brought to life before her. Inch after inch of the dark gray, mottled horsecock rose from her, standing firmly at attention as blood flowed to the new organ as fast as her heart could push it. She could feel the nerves and flesh as the new tool added a level of sensitivity she hadn't ever known before. It took all of her willpower to not moan in bliss as from the feeling of her cock forming just by itself.

Liam, for his part, was utterly mesmerized by the conjuration of such a slab of meat just a foot in front of his face. Even after having lived in Equestria for years, he was still completely blindsided by the sheer possibilities that magic could bring to light before his very eyes.

As Chrysalis's spell fizzled out, she let out a small sigh and looked down to her handiwork, a smirk on her muzzle as Star's engorged cockead oozed pre all over itself and the sheets beneath it.

"There we go. Now, let's get to the real fun." Chrysalis ordered, leaning back on the bed and spreading her hindlegs.

From Liam's view, the sight of the changeling queen's drooling snatch was quiet an enticing one, especially given the fact that his seed was still dribbling out of her lime green folds. Between the view in front of him, and the view beside him, he found himself somewhat unsure of what to do, however, it was quickly made clear what was expected of him as Chrysalis's horn ignited once more.

Liam felt his entire body levitated into the air and rotated around. Even if he tried to resist or fight, it was clear that Chrysalis's magic was far stronger than he was. He was quickly placed into position, his face just a few precious centimeters away from that delicious changeling cunt, and his ass stuck up in the air in prime breeding position for his marefriend-turned-futa-mare. It didn't even take five seconds for him to feel the weight and warmth of his mate hop onto his back, the very new but very welcomed feeling of her new cock rubbing against the underside of his own painfully erect shaft and balls.

Liam felt Star's forelegs wrap around his midsection as she rolled her hips back and forth, rubbing her new marecock against his as she leaned down and placed gentle little kisses all over his neck and back.

"Your marefriend may be more inclined to take it slow and sensual with you, but I have no such compunctions. Now, be a dear and eat your queen out. You do need to clean up the mess you made, after all." Chrysalis ordered, her magic forming a tight grip around the back of Liam's head.

With no options and certainly no desire to say 'no', Liam dove into the supple folds before him. While his own seed filled Chrsyalis's snatch and covered his tongue in its heady essence, he couldn't help but revel in the acutely tasteful nectar of the changeling queen that had dribbled out around his his cock earlier.

As Liam dove into the syrupy goodness of Chrysalis's folds, Star slowly slid her new marecock up Liam's. The tip of her flattened cockhead rubbed against his mushroom-shaped tip, then the underside of his shaft, then his testes, before sliding up his taint and lining up with his pucker. Just before she thrust in, Star realized that there was no lubrication between her and her human boyfriend's pert little hole. She quickly glanced up to Chrysalis, finding the smug changeling already levitating a bottle of lube up in front of her face. Star gratefully snatched the bottle with her mouth and angled the tip at both Liam's tush and her cock.

Star bit down on the bottle, squirting out a healthy amount of lube onto both her targets. A sheen of clear liquid shined upon Liam's anus as Star's meaty horsecock lined up with it. Without a moment more of hesitation, she steadily thrust her hips forward, driving the flat head of her shaft into his weakly protesting hole with ease. Whether he was practicing for her in his quiet private time while he was away, Star couldn't tell, but the thought filled her with lust all the same. Inch after inch of her girth sunk into his tight little hole, the supremely tight confines of her human's tush providing all the sensation she'd been missing her whole life. The fact that she could finally feel the act on her own skin, her own flesh, and in her own mind, as opposed to a cheap silicone knockoff, made her practically squeal with glee as her hips finally connected with his.

Liam, for his part, was struggling to accommodate the sheer girth of the horsecock now absolutely stuffing his asshole. Every nanometer of him felt utterly filled to the brim, and the pressure pressing against all of his organs made the experience almost painful, but not quite. The overwhelming feeling of glee he felt from his prostate being absolutely crushed by Star's medial ring was enough to make him rock hard and dribble even more precum onto the sheets below. More than that, the feeling and knowledge that it was real was driving his mind haywire with wanton lust and depraved desires. While Star and him had certainly experimented with pegging before, he'd never had an actual, living cock inside of him before, and the fact that one was not only there now, but it was attached to the mare he loved was just icing on the degenerate cake. Especially because he knew exactly what kind of cream-filling he was in store for soon enough.

"Oh, Liam... I love you so much, baby..." Star moaned, leaning down and planting more kisses all over his back as she slowly drew her hips back.

Liam lifted his head to respond, but was instantly silenced as Chrsyalis shoved his face back into her cunt, smearing her juices and his cum all over his face, "No one said you could speak. Keep at it, I'm almost there." She ordered.

Though Liam spared the changeling queen a glare, he couldn't even begin to give her a scalding response as Star suddenly shoved her massive battering ram of a cock into his ass, making him grunt in both pleasure and pain. His poor prostate was utterly smashed by the impact, while the rest of his organs had to migrate slightly to make room for the beast of meat not intruding into his stomach as Star's cock made his abdomen bulge to an obscene degree. The force behind the impact knocked the wind from Liam's lungs but he quickly found that no matter where his body went, his head was glued to Chrysalis's snatch, courtesy of her magic.

Seeing that he was in a loosing battle no matter what he did, Liam surrendered to his fate and continued to dutifully eat out the changeling queen as his insides were rearranged by the mare riding him as if he were a bucking bronco. Again and again she thrust into him, no rhyme or reason to her movements, only the desire to feel good. Her eyes were tightly closed and she held him tightly against her barrel as her hips moved in a blur. The meaty *plap* *plap* of her hips against his were a salacious symphony that filled the air with their lewd sound. The huffing and puffing of a man and mare, both struggling to contain themselves as their minds and bodies were assaulted with pleasure that they could barely comprehend, was music to all of their ears, particularly the changeling queen before them. Even she took part in the chorus of degeneracy, her own moans and mewls of pleasure leaking past her lips as Liam managed to find her clit and attack it with the same gusto that he'd given Star earlier that night.

The sensual symphony soon reached its crescendo as all three members of the band approached their peaks. The first to reach her end, due in no small part to her teasing Liam all night and having already ridden his cock for some time, was Chrysalis. She came with a guttoral groan, her legs trembling as a steady flow of her climactic juices came flooding out of her snatch into Liam's awaiting mouth. He greedily gulped down her essence, continuing to please her by rubbing her clit with his nose as he swallowed her orgasm in its entirety. She was unlike Star in that while her flow was long and delicious, it wasn't nearly as explosive, allowing him to easily drink it all down even with Star pounding his ass as hard and fast as she could.

Only a few moments behind the changeling queen, Star finally hilted with a titanic thrust, burying her cock as deep into Liam's as as possible. She felt the tightening in her new balls as she tipped over the edge, her teeth grit and her forelegs squeezing Liam against her barrel as tightly as she could. The euphoric sensations of her cock pulsing with each spurt of cum fired forth made her moan aloud, her eyes rolling back in her head as wave after wave of orgasmic bliss washed over her. The feeling of stuffing her mate and breeding him nearly made her cum again, but the hyper-sensitivity of her new cock simply wouldn't allow for such rapid fire loads.

Liam, meanwhile, felt every rope of fiery seed shooting deep into his guts, filling him with Star's seed. It was a strange feeling, but certainly not bad. In fact, the heat and pressure from her spurting cockhead was the final push he needed to trip over the edge and fire another load of cum into the bedsheets below. His load dribbled from his cock as all three of them caught their breaths. Each one panted for air in the pheromone rich room filled with the depraved stink of sex, and for a moment, all was peaceful.

"Fuck... that was hot..." Liam groaned, finally pulling his soaked face from Chrysalis's cunt.

Said cunt winked at him a few more times as Chrsyalis smiled down at him.

"Indeed... ready for round two?" She gave him a fanged smirk.

Liam's eyes went wide, "Uh..." Before he could say more, he felt Star's shaft shift inside him and more of her weight descend upon him as her head came down beside his.

"Pretty please? You owe me for being gone for so long." Star gave her best pouty face.

Liam held her gaze for a moment before snickering and shaking his head, "Alright, alright... so what're we gonna do next?"

Chrysalis grinned, "Oh, I have some ideas I think you'll both enjoy..."