"What does that spell?"

Rarity waited, for the barest breath of a moment. The exact length of time needed to build the anticipation to a fever pitch, to make the crowd go wild. With a glint in her sapphire eye she beamed, flipped, and did a perfect split with her pom poms held high.

"C. H. S!"

The audience roared. Just as planned.

From the side, she noted three particular cheerleaders under her command. None of them looked happy. The purple one scowled. The blue one looked to be on the verge of tears. The yellow one - Adagio, who Rarity bothered to remember the name of purely because she was the most important - shot her a glare venomous enough to sour milk.

Rarity looked her dead in the eye, and smirked.

"Gosh, Rarity. You did amazing out there."

Fluttershy's soft voice carried into her ears, caressing every groove of her diamond perfect ego. She laughed, squeezing her friend's bared waist. "Wehell of course I did, darling. I'm the best, after all~"

She flipped her mane, felt holes boring into the back of her neck. She saw no reason in bothering to acknowledge it. Adagio might have been the Cheerleading Queen before Rarity attended, but things were different now. That snotty, poofy-haired bitch had better accept her place as another of the serfs among many, or else Rarity would grind her face into that dirt 'til she did.

With the game concluded, and Rarity's time in the spotlight come to a close, the team trickled in. Some spoke amongst themselves. Others came up to her and chatted, praising, adoring. Rarity accepted them all with the humility it deserved.

Which was to say, none at all.

Of course, not everypony was happy. But they'd get over having their precious popular princess taken down a peg before long. Rarity was the only royal in this school worth worshipping. They'd see that, come time.

As for the former alpha and her little minions? Rarity had yet to decide.

Maybe she could drive them off, blackmail or spread rumors until they left of their own volition. Maybe she'd play on their insecurities and make them fight. Maybe she'd turn the gremlins against their leader and tear the whole trio apart.

So very, very many options, and all of them wonderful.

She'd choose one eventually. For now, she'd bask in those fantasies, savoring each with devilish, destructive delight.

She only could for so long, though. With the game, school had officially ended, and before she knew it she was the only mare left in the locker room.

Because obviously, Rarity couldn't go home all sweaty and gross - that was just improper. A true, classy lady took the time, effort, and painstaking steps required to make herself as flawlessly gorgeous as possible no matter how high or low the Sun hung.

Perhaps the school showers and bathrooms weren't the best location to rinse and do her makeup, true. Yet she'd be damned if someone caught her walking out that door as anything less than intoxicating.

When she finished, she retrieved the phone from her purse to check the time. A good hour had passed - lucky she was a unicorn or it would have been two at least. Having magic was ever so useful.

Her chaffeur home probably wouldn't be quite so pleased, but whatever. Rarity could always shut her up. It was as simple as dropping her panties and shoving her round, supple white booty in that smarmy cunt's face and she'd be home - and hands- free.

Before departing, she snuck one last peek at herself in the mirror. She smiled at what she saw, and ran her hands down along the skin and fur, bared by the revealing outfit.

Rarity always brought with her a second set of cheerleader's clothes. One she wore for practice and performance. The other, for sheer showing off. Both top and skirt came in bright golden yellow and a rich azure blue - the colors of Canterlot High. On her prim, trim, and thirst-trapping figure they fetched more than their fair share of bugged eyes and drooling tongues.

Rarity was neither the bustiest in school, nor the most bottom-heavy. What she lacked in size though, she made up for in peak fitness and the qualities of a world-class model. Nopony in school had as svelte a tummy as hers - flat and lightly toned, the sorts seen on exotic belly dancers. Her limbs matched the same, waifish and wispy but not willowy like Fluttershy's. The girl was nice enough, but Rarity found her frankly a bit too stretched out to be considered beautiful.

But her? She was built like a doll.

Built like a doll, with the mind of a predator, and the eye of an artiste.

She was perfect. The three diamonds on her flanks proved it.

Chin cast high, nose upturned, Rarity strode from the restroom purse in hand. This day had gone just gangbusters, and with evening's onset it could only get better. She'd get her pussy eaten out from her chaffeur. She'd cum all the way home. She'd get into bed, text her friends every juicy detail, and go to bed with premium primadonna plots on the brain.

After came the weekend, and the chance to unwind. Relaxation, consideration, preparation. Three months gone by, and she already had half the school wrapped 'round her dainty finger. Three more, and that cunt Dazzle would be begging for scraps.

Or, that was the plan.

"You."

Somehow, Rarity sensed her presence before seeing her. Eyes narrowed thin as shivs, she hissed the word with a silver tongue. She hoped to impart with it so much deadly, dripping poison the bitch might carc right then and there.

"Me."

Sadly, the bitch did not.

She said the word coolly, disturbingly level. Gone was the hatred, replaced or otherwise concealed by a mask of apathetic indifference. It couldn't fool Rarity. Adagio had every reason to despise her.

"What are you doing here?"

A smile broke Adagio's face. Clasping hands at her front, she swayed a set of hips so wide as to bear whole litters' worth of foals. The innocent shtick sickened Rarity to her core.

"Why, what else but to congratulate you on your victory. Well earned, I must say."

Rarity glared further 'til her eyes became slits. "oh? Then where are your lackeys? Shouldn't they be here to do the same?"

"Hmph. Them." Adagio waved her hand, flicking the fingers as though to shoo away some flecks of dirt. "My sisters have no part to play in this little game of yours. I wished to address you personally."

"Address my cunt you fat-assed whore. You and I both know you're full of it." Rarity smirked. "So high on your own supply you're stupid enough to think I'd fall for something like this. It's adorable. Now-" She shooed the mare off. "Away with you. I tire of your presence, and have far more important things to do than listen to your mindless prattle. Oh! And, hmhm, a tip before you kiss your crown goodbye - try losing some weight, darling. Perhaps you lost the chance to lead this afternoon because your huge butt got in the way."

Before Adagio could retort, Rarity made for the door with a sneer. She fully intended on hip-shoving the uppity skank out of the way, reinforce not only her mental domination but her physical. She had no time to entertain this charade.

Only, she never got the chance.

Halfway there, Adagio clucked her tongue. "Oh well. I suppose you leave me no choice." The mare shook her head, but appeared far from disappointed. A wicked, cruel smirk split her lips, and before Rarity could wonder what she meant she was taking hold of her miniskirt, hiking it up.

Mid-stride, Rarity stopped dead. She wobbled on her hoof for a moment, trying to right herself - then run away.

Instead, some invisible force brought her low, knees thunking to the linoleum. Sparks of pain shot up through the bone, but she didn't notice.

"W- what?"

She gaped. Her mouth flapped, open and closed, like a fish.

"Do you like it? Oh I'm sure you do. If not, oho." Adagio laughed haughtily, full breasts rising and falling with gusto. "You will."

She remained silent. The shock of seeing not just any stallionhood, but one so long, thick, and hard sent her manicured world spinning.

"How- How d-does that even... fit?"

"You really are an idiot, aren't you?" Adagio laughed behind a hand. Demonstrating, her horn came to life with rich magenta and pulled her panties back up. The tumescent tool disappeared, then a moment later as the garment came down, flopped back out. "It's called magic. I suppose however it's not entirely fair for me to expect someone so full of herself, born with a silver spoon in her loud mouth to know anything besides what pitch is best to whine and complain. Personally?" Adagio stroked up from the base of her shaft, angling it upwards. A non-existent shadow seemed to fall upon Rarity's face and she shuddered. Meanwhile, Adagio's fist met her broad flare, meeting up with a wad of clear, sticky pre-spunk.

"I think you can put those pretty lips to much better use."

As if the implications weren't obvious enough, she lazily wagged her shaft above Rarity's face. Several drops of pre shook out, some spattering on the floor. Others landed on her cheek, and she flinched, yet somehow could not retreat no matter how much her mind screamed to move. The gunk that had gathered on Adagio's hand she brought up, taking it off her cock and spreading her fingers to show the sticky strands that connected them. And, with a purr, she unfurled her tongue, slipping between the digits and lapping up that sea salt goodness.

"If it makes you feel any better, slut," she growled, before a playful smile graced her muzzle. "I eat plenty of fruit."

Rarity strained her neck away. She tried pushing herself off the floor.

Nothing worked.

It was like fighting a magnet. She'd yank and tug and fiercely pull, but succeeded only in straining her muscles. She managed to pry one palm off the linoleum, but one heartbeat's fraction later it planted itself once more. Rooted to the spot, it was as if she was glued to it, magnetized by it.

Then the pulling began.

Her eyes remained fixed on the bestial head of Adagio's maremeat, pointed straight at her. Its slit winked, weeping a steady, drizzling line of faintly musky pre-spunk. It was disgusting, such an unwieldy, unladylike tool.

Yet, she found her body moving of its own accord. She felt her tongue slip past her lips, glide against their glossy, purple-painted surface. She felt the saliva build in her mouth, and she felt her head creeping steadily towards that hole-splitting flare.

Before long, her body's resistance fell completely. She watched with her own eyes as she crawled forward on hands and knees, groveling before the majestic, twitching spire before her.

A prisoner trapped in her own body, she watched, she felt, she smelled, and she tasted as she opened her mouth up. Adagio meanwhile observed, smirking but never saying a word nor moving a muscle. She wasn't using magic - or anyhow no magic was cast around her horn. So what in deep Tartarus was she doing?

Apparently, the answer didn't matter. Rarity screamed within the bounds of her skull, slamming her fists and willing herself to get away.

It did nothing to stop her from sticking her tongue out, and dragging it along Adagio's winking urethra. A groaning, moaning shudder passed through her body from the tip of her tongue to her pussy, exciting every nerve along the way.

For a while, she rolled that dollop around in her mouth, forced to bask in its taste. So slimy. So sticky. It reminded her of a mouthful of pussy squirt, and the connection to good, familiar memories had her snatch grow wet in seconds.

Instinctually, one hand moved to tease her now aching folds. Instead, it moved to cup Adagio's overfull ballsack, while the other wrapped around her shaft.

Rarity fondled and pumped respectively. Her slender, manicured fingers danced along the surface tension of cream factory and spunkhose. The flesh beneath the skin was hard and hot, throbbing and pulsing with a life so potent it flipped a biological switch in her womb.

'Foals.'
The word entered her mind without permission. She tried shoving it out, but it stayed there.

Foals. Babies. Children. Imagine how nice it would be to give up cheerleading, throw away all your riches and fancy clothes. Be a naked, homemaking broodmare slut for this fuckgoddess' massive divine dick.

She gagged at the thought. Or maybe that was the five inches lodged in her throat.

When had she done that?

She looked up towards Adagio, as her mouth sank deeper on that undulating fuckrod. Her tormentor looked down upon her, gazing into her wide and pleading eyes with her cold, calculating, serpentine own.

"Having fun down there?" Adagio paused, like she was waiting for a response. But how could she expect one? Rarity had a whole fucking marebreaker in her throat-

"Mmmh, hmmmph!"

She didn't say that.

She didn't say much of anything, really. She quite literally physically could not. But her body tried to, and her mind's thoughts translated the nonsense mumbling for her.

"Soooo gooood~"

But it wasn't.

Was it?

She couldn't possibly be enjoying this. She couldn't like having this fat, meaty, veiny slab of supreme maremeat shoved down her tiny little gullet. She couldn't adore the sensation of its breadth stretching out her esophagus to its limits, plunging down to deep depths untold.

She shouldn't. She couldn't. She wouldn't.

R-right?

S-she... she tried not to think about it. Maybe some class she hated. Like...

Math!

Yes, yes, that was it. She'd think about math. The awful, horrible, grinding numbers. Everything from long division to Pythagoras' Theorem and most dread of all - trigonometry.

It wasn't that she was bad at it. She got decent grades, ranging from low Bs to low As. Twilight Sparkle and that Adagio-worshipping filth Sunset were better, but they were also the best in class. Comparing herself to them would be like comparing her running speed to Rainbow's, or her baking skills to Pinkie.

There was a test coming up shortly. Next Thursday, with Miss... Miss..

"Mnnnnhhh~"

She moaned, as her lips bumped against the medial ring. An electric snap pulsed through her lips, shooting straight to her nethers. She might have ground her thighs together, but she still wasn't able-

Or she was. She moaned again, sending throaty vibrations down Adagio's length as she feverishly squished her thighs together. She could feel the cloth growing wetter, warmer, stickier as her gushing pussy flooded it with idle arousal.

So, if she could do that, what else could she do?

"Glrk, glllgh, hrggghhkk!"

Throw her head down a full six inches, apparently.

Her head throbbed. Her lips, most oddly, tingled. When they rubbed against the turgid surface of Adagio's cock it was electrifying, and she found herself smacking and rubbing them together as much as possible. To milk every drop of pleasure she could.

To milk every drop of cum from those hot, sweaty, hefty balls.

No! Math. Think about math, damnit. What was that test about, again?

Equations. Something about really long, really... hard equations.

She tried to remember. The form dredged up in her mind's eye, but did not resolve. It stayed fuzzy, and the more she tried to focus the fuzzier it got.

What else, then - English? They were going through some book with Miss Cheerilee. It was called, called...

Something with numbers. A year? A temperature? Why was it so hard to think?

Blinking, Rarity saw she was mere inches from Adagio's crotch. So close to those pendulous orbs, their heat radiated off, turning the air thick and humid like a jungle.

And the musk, too. Her eyes shot to the back of her skull as she inhaled the scent, nostrils flaring and clit throbbing rapidly. Around Adagio's base she squealed, and came within a hair of creaming herself.

Adagio smelled so fucking good. She tasted good, too. Like sweat. Like salt. Like sex.

And Rarity liked sex, didn't she?

That was the one thing she had no issue recalling. Sex. Coitus. Hardcore, bareback, all night FUCKING.

On the bed. In the car. Against the wall. Into the floor. In public, at home, anywhere and everywhere and right here and right now.

So why even bother with all that tough, painful thinking? What was even the point of being smart?

She was like, so hot. Hot babes didn't need diplomas or degrees or anything silly like that! Dumb, hot girls got it easy, riding free on smarter ponies who took care of them so they could fuck and fuck and suck and suck all the time, no matter what time.

Because fucking felt good. Sucking felt good. Didn't she want to feel good?

Adagio didn't leave her the time to make that decision for herself.

It didn't matter much anyway.

Adagio's hands gripped her head. Rarity's hands went to her cunt.

"I do so adore the look in their eyes," Adagio said, as she began to properly fuck her throat. "When the light goes out, and then another, better light comes on~ You're the quickest, for the record. Assuming there's enough of the real you left to feel shame. Sunset, that little harlot, took almost a whole hour! You, hohoho."

Adagio laughed, matched by the smacking of her hips against Rarity's face. Gluk, gluk, gluk, gulk!

"You didn't even take ten minutes."

Rarity wasn't really sure what any of that meant. She just liked feeling good, and right now she was feeling really, really good. Every time that rod plunged itself inside her she shivered, but the best was when the medial ring or crotch hit her lips.

Rarity barely noticed as they began to change. The only thing that brought her attention to it instead of Adagio's perfect, hypnotizing cock was the tingling, that buzzing. Its intensity rose, and with it her lips grew. Swelling out, puffing up, becoming plumper, juicier, rounder, and better suited for sucking sexy she-stud schlongs dry.

Her disgusting, sloppy throat sounds mixed with the meaty whaps and slaps of skin hitting skin. Tears broke on Rarity's face, bringing with them dark mascara to stain her porcelain cheeks midnight black.

It hurt. It stung. Adagio's heavy wrecking ball nuts whammed against her throat, punching it and imparting their tacky, sweaty essence. She was brutal, clawing at Rarity's pristinely crafted coiffer without a care in the world for how much she messed it up. Spittle and ballgunk flew out what little space between Rarity's dick-sucking lips and the dick itself allowed. Yet more was forced upwards from the harsh motions, like a plunger shoved into a needle. The lurid mixture formed an intricate, messy network of ropes and bridges between her chin and Adagio's cockroot, still others dripping or hanging from the underside of Adagio's balls.

It was beautiful to behold. Glorious. It put to shame any art piece or clothing Rarity had ever made, and soon she was crying from pain as much as joy.

Rarity loved that.

It hardly made any difference to Adagio.

She slammed her crotch into Rarity's face, then bounced off as she yanked Rarity back. She couldn't have cared less how Rarity felt.

Rarity loved that even more.

Choking and gargling on at least twenty inches of she-stallion cockmeat, Rarity felt her body also... wobbling a bit more than usual. At first, she thought it might be because she just forgot. Sure, her top was tighter on her tits, her skirt dug into her hips a bit more, and her thong rode up her quim a bit higher, but it didn't seem that important.

At least that was until-

Bwomp!

The sound of bouncing balloons hit her ears, and the possibility of forgetting flew out the window. In one moment, she'd gone from decently busty to having mounds the size of her head.

Bwump!

That time, it was her ass. More accurately a booty now. She giggled, muffled as she was around Adagio, and bounced her big butt up. She could feel it wobbling, then clapped her cheeks to see if she could feel the tidal ripple.

Bwomf!

Her tits again. Or, like, maybe titties was a better word?

Yah, totes. Titties for sure.

Those got bigger, too, by another few cup sizes. Her top strained further and further, but never seemed to snap. It did seem to shrink though, exposing more bare white cleavage.

She didn't mind. She liked showing off. That was what good, silly bimbos did.

So, obviously, she didn't mind as her bra melted away. Nor her thong. Nor her skirt growing shorter, riding higher until anyone could get a peek of her pretty pussy from any angle.

And, it should have gone without saying, she didn't mind her ass getting bigger, hips wider, thighs thicker, and waist slimmer.

By the time the changes stopped, she looked like a parody of a woman. A plastic, sillicone fake. A stupid, empty-headed floozie who only asked questions like 'What's the cutest color thong to wear?' or 'How many dicks can I fit in my holes?'

Her technique improved, too. Despite the brutal facefucking, she threw her all behind it. She hollowed her cheeks, sucked like her life depended on it. Cocks were just big, meaty straws after all - and Rarity really wanted that salty milkshake.

Her tongue lashed and swerved. She coated each micrometer of flesh like it was her canvas, and her spit was the paint. Shiny dicks - especially ones striped with smearing lipstick - were the best dicks, because they were a sign of a blowjob well done.

Before Rarity knew it, Adagio was cumming. She held her in place by the horn, but could barely function besides standing, groaning, and thrusting.

Rarity smiled. If somepony so smart and better like Adagio couldn't hold herself back, Rarity really was a good bimbo!

"Take! It! You, nngg, ssssluttt! Drink every fucking drop, and beg! For! More!"

With a final slam, mashing snout to pubis, Adagio came. The ropes came quick, hot, and steaming. Rarity's cheeks bulged, and she kept pace for as long as she could.

Spurt. Swallow. Gulp. Spurt. Swallow. Gulp. Spurt. Swallow. Gulp.

Eventually, the tides turned against her. Torrents of cream assaulted her throat, and where before she could guzzle each shot before the next, she'd be halfway through one before the next arrived. She'd have to swallow three, four, five times to clear out one slug alone.

It was too much. Frothing seed dribbled out her nose, spilled from her mouth, slapping noisily against the linoleum. Rarity liked it the best when it fell onto her titties or clung to her neck, though. While her hands were busy fondling Adagio's churners, she pushed her arms together and squeezed her bust, smearing the growing pool of spunk into her fur - because good silly bimbos should like, always smell like sex and hot stuff like that.

Once a small sea of semen formed below, Adagio slid herself out. One quick hipjerk, a few more throbs, and a few last dregs of slime slapped Rarity across the face.

She giggled, drawing her palm against the wetness, and lapped it up. "Mmmn. You're, like, so tasty~"

"Oh, I'm not just tasty anymore, sweet thing. I'm delicious. And what do good, silly bimbos tell their Mistresses after getting delicious, yummy treats?"

"Thank you~"

"And?" Adagio raised a brow, pursed her lip expectantly.

Rarity smiled, and laid flat on her back. The warm, slimy puddle of cum oozed into her skin and cloth, but she didn't care. She spread her legs and stuck them in the air, not even needing to hike her skirt or push her non-existent panties aside.

"Breed me~"

Author's Note

This story was commissioned by Tailsic. If you enjoyed this story and would like to receive one of your own, see here for more details!