Exclusive Evaluation

by Some Leech

Rating: mature
Tags: Porn, Fetish, Rarity, Profanity, Scootaloo, Random, Sex, Anthro, Slice of Life, My Little Pony: Friendship is Magic
Length: 6097

On a particularly restless night, Scootaloo discovers something unbelievable about Rarity...

Scootaloo has been enjoying sleepovers with her friends for ages, even well past the age when most ponies stopped doing such things, and she wasn't going to stop having them any time soon. Trying and failing to get some rest, after a long, fun evening with Sweetie Belle, she decides to get up and stretch her legs - fortunately or unfortunately, she stumbles upon Rarity in a rather compromising position...

Kinks Include: Female on Futa, Futa on Female, Masturbation, Oral, Vaginal, Size Difference, Cock Worship, Musk, Rough Sex, Cumflation, and Heaping Helpings of Foal-Batter

Author's Note: All characters are 18+

Artwork by Limebreaker (Twitter @limebreaker)

If you want to help support me, I have a Tip-Jar/Patreon HERE

Published 2024-10-23 20:30:05 UTC
Last updated 2024-10-23 20:30:05 UTC

Sleepless Sybaritism

Tossing and turning within her sleeping bag, Scootaloo ultimately rolled onto her back and stared up at the ceiling. She still enjoyed sleepovers as much as anypony, even though she was technically an adult, yet trying to doze off on the floor wasn’t as easy as it used to be. As she quietly sat up and glanced to the bed, her eyes settled on Sweetie’s softly dozing form.

Like three peas in a pod, Sweetie Belle, Apple Bloom, and herself were and would likely always be the best of friends - that being said, it was only a matter of time until things started to change. While none of them had any intentions of drifting apart, life was already making things complicated. Now that they’d all graduated from school, and with the responsibilities of adulthood thrust upon them, it was getting harder and harder to find time to hang out - worse still, all three of them had started feeling the itch.

It was a well known fact that ponies changed as they got older. Aside from maturing mentally, losing most of their impulsiveness and child-like naivete, there were physical changes - terrifying physical changes. Having a tender chest from growing boobs was annoying, dealing with acne and hunger pains was a pain in the butt, but the most maddening were the hormonal urges brought on by estrus.

She and her fellow Cutie Mark Crusaders had chatted many, many times about the ravenous cravings they had while they were in heat, but talking about it didn’t help matters - heck, even fooling around with each other using the sex toys they’d secretly ordered barely put a dent in their respective libidos! There was supposedly only one thing that could give any of them any meaningful relief, and it was something that none of them had been insane enough to try - getting some dick. As wild, unwanted thoughts of stallions traipsed about in her head, her lip curled.

Sweetie and Apple Bloom had both been trying to get coltfriends for years, since before they’d graduated, but she wasn’t like them. The idea of sleeping with a stallion was, to her higher consciousness, nauseating. Guys were big, smelly, crude, and most of them were far too smug for her liking. For her, in spite of her primal wants, she would only be truly happy with a mare.

Flopping back and folding her arms over her chest, she cursed under her breath. Why ~ why did she have to be this way? Her body practically demanded she give herself to some hunky, big-dicked stud, while her brain yearned for the polar opposite! It was a torturous position to be in, torn between opposing inclinations, and she genuinely wasn’t sure how she was going to deal with it.

She’d tried getting some relief by having Sweetie and Apple Bloom use a strap-on with her, although that had only resulted in an awkward, humiliating ordeal that she’d rather not think about - plus it wasn’t like a molded length of silicone was the same as the real thing. Though she’d never touched an actual stallionhood before, she knew in her heart of hearts that it was one of, if not the only thing that could satisfy her. The idea of a long, hot length of flesh inside her, pulsing and flaring as it beat against her unclaimed womb, was enough to make her marehood seize in anticipation.

Feeling the digits of one hand slip into her panties, she scowled. “Buck this…”

She’d already finger-fucked herself twice earlier, once in the bathroom and a second time shortly after Sweetie had conked out for the night, and she wasn’t about to go for a trifecta. Turning onto her side and unzipping her bag, she glanced over at the door. Considering she was anything but tired, the only reasonable thing a mare in her flustered state could do would be to help herself to a long, cold shower - if that didn’t work, then she’d resort to flicking the bean until she passed out from exhaustion.

Quietly getting onto her feet, she crept across the room and saw herself into the hallway. Given the late hour, and the fact that both Sweetie and Rarity were both asleep, there was no need for her to put on anything more than the oversized t-shirt and panties she was wearing - on top of that, it wasn’t like the siblings hadn’t seen her in less on plenty of occasions. She slowed within the corridor, pushed the door closed behind herself, and gave a low, irritated sigh.

She knew she’d find happiness eventually, her family had proven that to her, yet she still felt hopeless. A part of her wanted to ask Aunt Lofty and Aunt Holiday on how they did it, but the idea of talking to them about something so intimate filled her with indecision. If there was any way she could deal with her problems herself, and not go making herself look foolish, she’d do it - until then, she’d just keep a stiff upper lip and deal with her estrus as best she could.

Strolling down the hall and to the bathroom, she slowed when she rounded a corner and noticed a light coming from a nearly closed doorway. What the hay was Rarity doing up so late? Had she been called to do some emergency tailoring work? If she was gone, why hadn’t she told Scootaloo? She ultimately dismissed the questions and continued walking until a soft, almost imperceptible noise brought her to a screeching halt.

It almost sounded like somepony had moaned, but that couldn’t be right ~ could it? Inching forward and to Rarity’s door, she peeked in and went rigid. It was wrong of her to snoop on anypony, especially her best friend’s sister, yet the sight which awaited her was so perplexing that it derailed her sensibilities in an instant.

Adorned in sheer pink lingerie and nothing else, with her heaving bosoms clearly visible through the gossamer fabric, Rarity writhed atop her bed. Seeing the alluring mare in such an unbecoming state would have been enough to give anypony a moment for pause, although that was only the tip of the iceberg. As planted her feet and bucked her hips, her hands - both hands gripped and stroked a pillar-like length standing at her groin.

Scootaloo’s jaw nearly hit the floor when her brain finally processed what she was looking at. For whatever reason, Rarity was wearing and jacking off an absolutely monstrous strap-on dildo! Darned if she could say what had compelled the couture to don a sex-toy and use it in such an unorthodox manner, but it may’ve been the hottest thing she’d ever seen.

Shifting to one side to get a better angle, Scootaloo silently watched the slatternly display. She’d never spoken of it to anypony, if only out of concern that it would make things weird between herself and Sweetie, but she’d always been fond of Rarity’s looks. The Element of Generosity was a paragon of beauty and grace, everything an esteemed mare should be, and anypony would have been lucky to have her as a lover.

Scootallo gnawed her bottom lip as her shirt brushed against her rock-hard nipples. To her shame, Rarity was one of the only mares she’d ever fantasized about being with in a more than friendly way. Many a night had been spent musing on what it would be like to spend a passionate evening with the elegant Element, so getting a bird’s eye view of the mare jacking off a fake stallionhood - wait.

Bringing her face to the crack of the door, she squinted and focused on the toy. A glimmering, crystalline bead of viscous fluid oozed from the dildo’s tip and down the underside of its length. She was familiar with toys that came with an in-built lube dispenser, something that could simulate a climax, but she saw no sign of a bottle or tubing attached to the thing Rarity was wearing.

“Mmmmmmmn - buck,” Rarity groaned as she rolled to her side and continued to fuck her fists.

It was at that moment that Scootaloo’s grasp of reality went completely and utterly off the rails. The toy that Rarity wasn’t a toy at all - it was fused to her crotch. There were dildos that looked shockingly real, she’d looked at a few in magazines before, but this wasn’t that at all. Replete with a pair of big, ripe balls, the seamstress’ package was as much a part of her as her horn.

Backing away ever so slightly, she covered her muzzle with a hand. Holy crap - Rarity was a dickmare! She-studs, mares with a bit of extra equipment, did exist - that being said, they were extraordinarily rare. As insane as it was to consider, and in spite of all the questions it raised, she couldn’t deny what she was looking at - her best friend’s older sister was the best of both worlds.

Her hands moved of their own volition, one sliding up under her shirt while the other plunged into her panties. She realized it was wrong to touch herself under the circumstances, but she didn’t - couldn’t care. While her eyes followed Rarity’s hands gliding up and down the tall, thick shaft of mare meat, her fingers danced over her winking clit.

The revelation that Rarity was a dickmare, paired with the sight playing out before her, was provocative to a fault, and it left her at a loss for words. As her mind raced and attempted to make sense of it all, a memory came sailing back. There was one particular occurrence which may have hinted that Rarity was more than she seemed, although it only now made sense.

Many, many years ago, back when she’d still been in school, there’d been an instance when she’d stumbled upon something rather unexpected. Having gone to visit Sweetie, she’d witnessed Rarity and Rainbow Dash wrestling when she peeked in through the curtains of the living room window. She hadn’t interrupted at the time, namely because she’d assumed they were too busy to answer, but their sparring match was cast in a new light now that she understood one of them was packing heat.

“Ahem…”

The sound wrenched her back to the present and brought her attention sailing to Rarity’s face. To her horror, a pair of sapphire eyes stared straight at her through the small gap in the door. She’d just been caught with her hand in the metaphorical cookie jar, she had no excuse for why she was peeping, and she immediately knew she was in deep, deep trouble.

“S…sorry,” she blurted as she turned away, “I w…was just -”

“Come in and shut the door this instant,” Rarity clucked.

Scootaloo’s heart sank. Disobeying would only make the situation worse, and it wasn’t like she could justify her actions. There was only one thing she could do in this situation, both for her sake and Rarity’s, although there was no guarantee it wouldn’t jeopardize her friendship with Sweetie.

Seeing herself in, she shut the door and rested her back against it while keeping her eyes on the floor. “Yeah?”

“J…just how much did…” Rarity trailed off while holding a pillow over her nethers.

“I didn’t…” Scootaloo did likewise, her voice fading into oblivion, as she looked up and saw what had caught Rarity’s eye. Following the dickmare’s gaze, she looked down at herself and balked when she saw how drenched her panties and inner thighs were. “I…I had to use the bathroom!”

Rarity scrunched her snout and grimaced over at Scootaloo. “So you wet yourself?”

“O…of course not! Why would -” Scootaloo muzzled herself with her hands when she understood what she’d just done.

With her cheeks glowing crimson, Rarity rubbed the back of her neck. “Well this is a bit awkward.”

“Yeah…” Scootaloo mumbled.

Twisting in place, she knit her brow in frustration. This was beyond awkward - it was downright mortifying, and it sent her mind into a tailspin. While she wouldn’t deny being embarrassed and fearful for any repercussions she could and would suffer, she was also more than a little frustrated. It was like the stars had aligned in the worst possible way to bring them both bad luck, and she was hardly the one solely to blame.

“Why didn’t you shut your door?” she groused.

Taken aback, Rarity held a hand to her chest. “For starters, it’s my house - secondly and just as prudently, nopony asked you to take it upon yourself to voyeuristically masturbate outside my room!”

Scootaloo set her jaw while her irritation shifted into anger. “Ok, yeah, lemme just not watch my friend’s super hot sister stroke her fat cock - a cock I didn’t even know existed until a few minutes ago!”

Swinging her legs from the bed, Rarity got to her feet, marched across the room, and prodded Scootaloo’s chest. “It’s called privacy, darling! You don’t see me sneaking about to find you in compromising positions!”

“You walked in on me showering just last month!” Scootaloo countered.

“T…that was an accident,” Rarity sputtered.

“And then there was the time when you kept checking in on me when I was getting…” The words in Scootaloo’s throat died as she recalled events which she’d previously chalked up to circumstance.

The longer she thought about it, the higher the number of accidents involving Rarity became - the higher that number got, the more difficult it was to say they were unintentional. One time is a fluke, two times is a coincidence, but three, or at least a dozen in this case, was a trend - to make matters all the more damning, most of the occasions had taken place after she’d turned eighteen. With the corners of her lips turning up, she locked eyes with Rarity.

“Y…you…” she stammered as she grappled with the wildest possibility in the world. “You t…think I’m hot?”

Rarity reeled back and inadvertently let her stallionhood swing up and into the open. “S…says the mare w…who was just fingering h…herself while watching me!”

“Yeah,” Scootaloo quietly admitted. “Yeah, I was…” she continued as she pinched the bridge of her snout. “Listen, I’m sorry ~ alright? It’s just…”

Waiting a moment, Rarity snatched up her abandoned cushion and used it to cover herself. “It’s just…?”

“It’s just that this is the coolest and hottest thing ever,” Scootaloo mumbled. “You’re an honest to goodness hero, you’re super sexy, and I would never have guessed you’ve got a cock!”

With the faintest trace of a grin on her muzzle, Rarity nodded down at Scootaloo. “Coming from you, that’s particularly flattering.”

“From me?” Scootaloo quipped. “What’s that mean?”

“I’d be lying if I said you hadn’t blossomed into quite the charming mare yourself,” Rarity explained.

Scootaloo blushed and looked away. “Y…you’re just saying that.”

“Not at all!” Rarity insisted. “It’s always difficult for me to maintain the concealing spell I use to hide certain parts of me while you’re around, but when you’re in heat - Mmmmf!” She shivered and ground her thighs together. “It’s positively torturous!”

Looking down Rarity’s chest, past her heaving bosoms and flat, soft belly, Scootaloo fixated on the pillow over the dickmare’s crotch. “C…can I see it?”

The question seemed to throw Rarity off guard, but she was quick to recover. “Perhaps if you give me a bit of inspiration, you could - after all, at this point, I believe it’s only fair that I get to see that delicious little body of yours.”

“Buck yeah!” Scootaloo whooped as she grabbed the collar of her shirt.

She wasn’t, nor had she ever been the most modest mare in town, oftentimes doing rash things that would make most colts or stallions hesitate, and she wasn’t about to change now. Hauling her shirt off and tossing it aside, she hastily bent forward and drew her panties down her legs. If exposing herself meant getting an up-close look at Rarity’s goods, it would be a laughably small price to pay.

Squaring her stance and placing her hands on her hips, she put herself on display. “Heh - if you’d wanted this all along, you could have just…”

Her mouth went dry as the cushion Rarity held was catapulted away. She’d like to think she’d seen her fair share of stallionhoods before, both in magazines and when her classmates had dared one another to show off what they had, yet the slate grey, thick slab of cock that twitched excitedly before her was in a league of its own. As long as her forearm and thicker than her wrist, the imposing length stood in stark contrast to the refined, demure mare who wielded it.

She had to force herself from reaching out and inching closer. No - no, that would be going way too far. Looking was one thing, although touching was a different game entirely. Willing herself to remain still, yet unable to tear her eyes off Rarity’s monstrous tool, she licked her lips.

“Would you like to touch it?” Rarity breathed.

Scootaloo’s eyes shot up to Rarity’s face in disbelief. She’d heard the mare as clear as day, but she could scarcely believe her ears. While she was tempted to ask for confirmation, the once in a lifetime opportunity practically demanded she take action. Steadily falling to her knees, she shuffled forward and lifted her trembling hands.

The sensation of velvety flesh sheathing the steely core of Rarity’s shaft was perfectly complemented by its immense weight. Holy heck - she’d figured it would be heavy, given its size, but it was way heftier than she would have assumed it would be! Trying and failing to touch her forefinger and thumb around its girth, she peeked lower and to the pair of hefty, doubtlessly cum-laden balls hanging between Rarity’s thighs.

She brought one hand lower, gently cupped one of the meaty orbs in her palm, and giggled. “Oh wow…”

As she leaned in and drew her cheek along the side of Rarity’s shaft, the most intoxicating aroma wafted to her sinuses. Each mare had a subtly different scent, with some being stronger or more ephemeral than others, yet the bouquet that assaulted her was unlike anything she’d ever encountered before. Somehow walking the line between femininity and virility, the strong, musky odor made her heart race and loins ache with anticipation.

She’d been turned on more times than she could count throughout her relatively short life, although she’d never been this riled up before. The smell, the sight of the beauteous she-stud looming over her, and the feeling of an incredible dick in one hand and coin purse in the other were each more amazing than the last. In spite of the many questions she had about Rarity being attracted to her, or possibly because of them, her urges became too strong to bear.

Bringing her snout to the thick folds of skin between Rarity’s stallionhood and nuts, she closed her eyes and extended her tongue. The flavor of unwashed skin set her mind alight and did nothing to hinder her. She knew what she was doing was wrong, that burying her face in someone’s goods like a needy whore was the last thing anypony should do, but she couldn’t help herself.

While she licked and lapped at Rarity’s balls, a lustful haze settled upon her. This was everything she’d ever dreamed of - no, more than she’d dreamed of, and her only fear was that it was all a figment of her imagination. Guided wholly by her instincts, she turned her head and kissed her way up the gargantuan length beside her.

She moved past the trunk-like base, over the thick medial ring, and to the bloated, nearly fist-sized tip with glacial speed. Never in her wildest fantasies would she have assumed she’d do anything even remotely naughty with Rarity, although that only made the spontaneous exchange even more thrilling. Shing back and to one side, she fully faced her gracious, well-hung host.

“This is so cool,” she remarked as she peered down the colossal shaft in her clutches.

Taking a small step forward, Rarity bumped her cock-head against Scootaloo’s snout. “Dare I ask, is it cooler than Dashie?”

“Way cooler!” Scootaloo emphatically answered.

Rarity bashfully grinned before clearing her throat. “If you’d like to - you know…” Finishing the statement by flexing her groin and causing a small stream of pre-cum to drool from her stallionhood, she anxiously laughed.

Scootalloo hadn’t expected this - then again, she hadn’t expected anything from the last fifteen minutes or so. Between the hormones raging through her system, her inability to think clearly, and the way her depths throbbed with anticipation, there was only one clear course of action. Opening her mouth, she clutched Rarity’s stallionhood in both hands and made out with its blunt tip.

She’d thought the taste of sweat had been compelling, but it didn’t hold a candle to the cloying, salty pre-cum that bathed her palate. All her fantasies and daydreaming, the times spent furiously rubbing herself to the idea of being with a dickmare, fell absolutely short of the real deal. As she wormed her head forward and filled her maw, her right hand shot down to her nethers.

The one thing she was worried about was her lack of sexual experience. While it was true she’d slept with Sweetie and Apple Bloom a few times, as well as two mares she’d had flings with, this was her first time handling a cock that hadn’t been meticulously sculpted and produced in a factory. Assuming Rarity’s dick was like a clit, something she’d learned in school, she was going to have to be very careful.

Rarity reached down and ran her fingers through Scootaloo’s mane. “You have no idea how much I’ve wanted this?”

“Really?!” Scootaloo chirped, having pulled back to clear her mouth. “Rarity, I d..don’t think that - Glk?!?”

“Less talking, more sucking,” Rarity tutted after jamming her cock into Scootaloo’s muzzle.

With her determination blazing white hot, Scootaloo bobbed her head. As she gazed up and into Rarity’s eyes, a hushed groan escaped her. She might not have been an expert at giving blowjobs, although that could change if she played her cards right and started regularly visiting the Carousel Boutique for special lessons.

Stifling a gag as Rarity bucked her hips, she blinked away a tear. Sucking somepony off wasn’t nearly as easy as she would have thought! Though she’d only just started, her jaw ached, her eyes were beginning to water, and she had no way of knowing if she was doing a decent job - sure, she was still extremely aroused, but it was still a herculean endeavor. Glancing down and seeing she’d only managed to fit a fraction of Rarity’s length into her snout, she summoned her courage and filled her lungs.

Tightening her grip of Scootaloo’s head, Rarity smirked. “That’s the spirit, darling!”

One second, Scootaloo was slavering over the first three inches of Rarity’s stallionhood - the next, in an all but literal flash, her nose was ground to the dickmare’s groin. It happened so fast that she failed to wrap her head around what had happened, but reality quickly hit her. The gorgeous she-stud had seized the reins and taken control of the situation.

Rarity rolled her hips back, unsheathed a portion of her shaft, then set to thrusting at a relaxed, methodical pace. “Just - Huff - tap out if it gets too intense.”

The remark was absolutely ludicrous to Scootaloo. Too intense? How could it possibly get more intense than having nearly two feet of dick plunging in and out of her throat? Pawing at her bulging neck and feeling the Rarity’s length filling her airway, she crammed a third and fourth finger into her cunt. She couldn’t breathe, her lungs were already starting to burn, and panic was setting in - nevertheless, the fires of her passion roared ever brighter.

Peaking a brow, Rarity smiled broadly down at her. “I see you’re loving this…”

Scootaloo tried to reply, although all she could do was choke and sputter around the colossal cock lodged in her gullet. Her self-preservation implored her to throw in the towel, to rear back and get some air, yet her wants superseded her needs. Nearly fisting herself, she rubbed her g-spot and skyrocketed toward release.

She couldn’t say how long she lasted, with the flow of time becoming hazy while her consciousness faded, yet she was rocked back to the present as a wave of ecstasy crashed over her. Her back arched, every muscle in her body tensed, and climactic juices erupted from her spasming depths as she came. It was one heck of an orgasm, maybe the strongest she’d ever had, and it took an immense toll on her.

While she endured the onslaught of bliss, eyes drifted to the back of her head. Even for an athletic mare like herself, one could only go without oxygen for so long. Weakly supporting herself against Rarity’s hip, she fought to keep herself from passing out.

“Goodness!” Rarity gasped. Stepping back and hauling her rigid stallionhood from Scootaloo’s muzzle, she offered a hand. “Are you alright?”

Sending gobbets of spittle and pre-cum to the floor, Scootaloo violently coughed and gave a shaky thumbs-up. “N…never - Wheeze - b…better.”

Her response both was and wasn’t a lie. On one hand, she felt fantastic - on the other, she was pretty sure that her throat was going to be sore for a few days at least. Taking Rarity’s hand and getting to her feet, she unsteadily stood and continued hacking.

“So…” she warily began while eyeing the bed. “You want me to - uh…”

“Oh yes please!” Rarity exclaimed. “I’m not sure if you have preferences, but I’ve always been the biggest fan of doggy.”

With the appetizer completed, and Scootaloo’s esophagus essentially resized, it only made sense that they moved on to the main course. Turning and crawling onto the bed, she eased her chest down to the mattress and braced her legs. She’d just cum, and she was still reeling from the mind-numbing rapture, yet she yearned to be claimed by the prettiest, most elegant mare in Ponyville and possibly all of Equestria.

Rarity stepped in behind Scootaloo and prodded her cock to the pegasus’ entrance. “Want it?”

“Sweet Celestia - I’ve never wanted anything else,” Scootaloo murmured.

Putting a sway in her back, she reached between her legs and spread herself open. It may have been overkill to display her velvety depths, but showing off was the least she could do. Peeking over her shoulder and up at Rarity’s face, she wiggled her tush from side to side.

Rarity placed a hand on Scootaloo’s waist as she gradually drove her hips forward. “Deep breath…”

Giving a small nod, Scootaloo took a shuddering breath. Every sex toy she’d ever used was small compared to Rarity’s endowment, so she would have to stay relaxed. The good news was that she wouldn’t be doing much or any of the heavy lifting, merely having to hold herself steady while she got her brains fucked out - the bad news was that she’d be walking away from this a changed mare.

The pressure on her sex mounted, making her question if she could even accommodate something so huge, until it happened. With an all but audible pop, Rarity’s cock sank into her upturned cunt. Her eyes shot wide, her mouth hung open in a silent scream, and fireworks went off in her head as she was wracked with the most incredible sensation.

To say it was a climax would be an understatement. Falling forward and onto her cheek, she whimpered blissfully as her marehood convulsed and gushed around Rarity’s stallionhood. She was full to capacity, her interior stretched wide and womb nearly crushed by the monolithic intrusion, but she knew they weren’t done yet - not by a long shot.

Seemingly inspired by the thoughtless mewling, she lazily pounded into Scootaloo from behind. “It’s been ages since I’ve fucked somepony as tight as you!”

“Guh…wha…” Scootaloo grunted.

She could barely understand what Rarity was saying, much less for a meaningful response, although that hardly seemed to matter. Faced with the unimaginable bliss consuming her, there wasn’t a thing in existence that could ruin the moment. While her mind went blank, her marehood involuntarily clenched.

It started with her pussy, milking Rarity’s cock of its own volition, but it didn’t stop there. Within seconds, she was needily swinging her weight back - after a minute or so, she was moving in perfect harmony with her lover. She was only dimly aware of what she was doing, letting her instincts take control of her, though she loved every moment of it.

Though Rarity had started at an unhurried pace, she didn’t stay that way for long. Her hips beat against Scootalloo’s tush, her breaths came hard and heavy, and a symphony of their colliding bodies and pleased moans filled the air. Anypony who could have seen them would have assumed they were a couple, working in concert like only lovers do, but they’d be mistaken.

Scootaloo didn’t have to imagine how obscene the spectacle must have been. Be it from serendipity or just dumb luck, the vanity against the far wall gave her a picturesque view of herself getting plowed. Rarity was nearly double her age, almost twice as big as her, and likely had decades of practice railing mares - all of which you could tell simply by looking at her.

Rebounding and rocketing towards another orgasm, Scootaloo threw her head back and squealed. This was incredible, and it was getting better with every thrust Rarity delivered. What little discomfort she’d felt initially gave way to raw pleasure, casting her past the brink and into an endless sea of raw ecstasy.

Rarity was the very definition of a she-stud. Her impressive size and endowment, being slightly taller than most mares, were eclipsed by her technique and zeal. Stepping one foot onto the bed, she mercilessly hammered into Scootaloo and was rewarded with a climactic howl that echoed throughout the room.

“Oh you’re loving this ~ aren’t you?” she cooed.

“Yes,” Scootaloo wailed. “Buck me harder!”

Giving voice to her desires changed something inside of her. Like a switch being flipped, she flew into action, pushed herself up, and savagely slammed her ass into reverse. She’d heard about ponies losing control of themselves in the throes of passion, although this was her first time truly understanding it.

Draping herself over her back, Rarity flew into a frenzy. She was able to keep up at first, using her youth and athleticism to their full effect, but it was a battle she couldn’t win. Little by little, plunge after plunge, her strength was sapped from her.

“Good filly,” Rarity growled in her ear. “Just lay there and let Rarity breed you…”

Breed - the word resonated with her very soul. She came once again, screaming at the top of her lungs while unleashing a torrent of nectar over Rarity’s crotch and upper thighs, yet her rapturous shriek wasn’t enough to make the dickmare slow - on the contrary, it only poured fuel on the fire.

She yielded faster than her pride would allow, collapsing with her legs kicking out behind her. Riding her down and fucking all the way, Rarity snarled and railed her into the sofa. This wasn’t sex, nor was it sweet lovemaking - it was rutting at its finest.

Rarity had meant what she’d said - if she hadn’t, she was doing a fine job making Scootaloo think so. She could feel the dickmare’s need to sow her seed, to knock her up and make a broodmare out of her, and the concept drove her wild. Her womb descended, readying itself for the inevitable, as visions of a possible future flooded her mind.

Regardless of how things played out, she’d never be the same. Her marehood was being destroyed, her womb besieged, and she couldn’t see herself sleeping with anypony who could ever come close to Rarity’s carnal might. As she was steadily overwhelmed, her soft, incoherent grunts were drowned out by the she-stud’s bestial snorts and growls.

Had she been getting for hours or a small eternity? How many times had she climaxed? Was Rarity always this rough in bed? She had no answers for any of the mysteries that drifted through her cock-addled mind. Toeing the precipice of oblivion, unsure if she’d traversed the veil to heaven itself, she started when a singular sensation blossomed within her abdomen.

Giving a mighty thrust, Rarity breached her inner gate and entered her womb. The penetration itself was awe-inspiring, evoking a climax instantaneously, although what it heralded was all the more wondrous. Her cervix clamped around the dickmare’s flaring cock-head, as she prepared to receive her gift.

Finding her voice, she looked back and met Rarity’s gaze. “Breed me.”

She spoke faintly, for that was the best she could muster, yet her plea didn’t fall on deaf ears. Shooting forward and biting her neck, Rarity hilted. The tinge of pain mingled with unfathomable pleasure, erasing every thought in her head, while gouts of rich, virile seed were deposited straight into her foal-factory.

The idea of being a mother was an interesting subject for her. She figured she’d eventually have a family, if or when she found her special somepony, but her priorities had suddenly shifted. To strut around Ponyville while carrying Rarity’s foal, gravid and with a pair of big, milk-laden tits, that was her ultimate goal.

With the breath hitching in her throat, she gave up the ghost and momentarily passed out. She was only unconscious for a few seconds at most, coming to when Rarity rolled over and pulled her onto her side, although she was unprepared for the sight which awaited her. Peering down at herself, she gawked at the ramifications of their impulsive tryst.

She wasn’t pregnant, not noticeably, but she could be mistaken for being exquisitely gravid. Rarity must have been extraordinarily pent up, because her belly was so distended that she appeared to be carrying triplets. Dreamily caressing the taut skin on her abdomen, she snickered.

Untold pints of spunk had been deposited within her fertile depths, and she was amazed that the mess they’d made wasn’t bigger than it was. While some jizz had seeped out of her, spilling down her inner thighs and onto the sheets beneath her, the overwhelming majority had remained right where it belonged. She savored the unique sensation of fullness and softly squeezed one of her breasts while wondering if her bust would get bigger if or when she had a foal.

“What’s so - oh…” Rarity grumbled. “Yes, well, it should go down a bit after it leaks out of you.”

Scootallo grinned and feebly bucked back against Rarity. “That just means we can do it again though.”

“I…” Rarity croaked. Her eyes narrowed as she studied Scootaloo. “If that’s the case, let’s put that delightful enthusiasm of yours to the test. If you can get yourself cleaned up and back in bed, I may be compelled to go a second round.”

Rarity’s proclamation stood in defiance of her twitching, turgid stallionhood. Wriggling to the edge of the bed, Scootaloo hissed when she unsheathed herself and fell to the floor. As she freed herself from the gargantuan cock, a river of spunk spurted and flowed from her gaped, battered cunt; it was the most unceremonious thing she’d ever done, and it was made worse by her falteringly standing and shambling to the bathroom like a newborn fawn, although the payoff would be worth it - by Celestia, would it be worth it.

Reaching the threshold, she caught herself on the door frame and looked back. “Keep that warm for me.”

Rarity winked back at her while stroking herself off. “Of course, darling - now then, be quick…”

Giggling to herself, Scootaloo languidly trudged to the tub and set the water to warm. There was a darn good chance that Sweetie Belle had woken up to the ruckus, and it was certainly possible that her friend had spied on her and Rarity going at one another, but that was totally fine with her. Irrespective of what her friends did or didn’t know, she was sure that she’d be having more sleepovers from now on…