The next day:

The front door swung open and J and Star walked in sweat dripping from their faces and chests.

“Really… good…” J said through deep breaths.

“Yeah… Really good.” Star panted, patting J on the back.

“And… I thought… I was more in shape… then you…” J smiled.

“Jogging is… Devil worship…” Star said, falling to his knees. “It… Can go die… In a fire…”

“Oh… right… you aren’t… THAT in shape.” J chuckled as he stretched.

“Jogging?” Het questioned.

“You two?” Roph asked.

“Really?” Twilight asked.

“Yeah.” J said as he helped Star into a chair. “Something wrong… with wanting to get into shape?”

“Dying?” Twilight giggled.

“Shut… Up…” Star panted.

“I’m going to get a drink…” J said as he walked towards the kitchen.

“Going to work on my own… Exercises. That don’t involve… Legs…” Star sighed before heading upstairs to his room.

“Did you… Want anything to drink?” Fluttershy asked.

“Just bring me up some water.” Star said.

“Okay!” J said from the kitchen. There was the loud clatter of metal hitting the ground inside the kitchen. “I’m fine! Just dropping the weights!”

“Running… with weights?” Het questioned, “How heavy?”

“Forty in total. Been a while since I ran.” J said.

“It’s good to see you staying in shape.” Fluttershy smiled.

J stretched cracking a few joints, “Thanks. But… not all of me is in shape anymore.” He said walking out of the kitchen with a glass of water.

“Well I’m sure you’re going change that soon.” Twilight said.

“Going to try to.” J said as he walked up the stairs. “Ya know… I should start playing again…”

“What?” Fluttershy asked, walking with J carrying a pitcher of water.

“I was thinking I should start playing guitar again.” J said as he walked down the hall to Star’s room. “Been a while since I actually had an instrument in my hands.”

“I haven’t heard you play in a long time. I remember when me and Star first met… And you were on stage at Sweet Apple Acres.” Fluttershy giggled.

“Yeah.” J said with a little chuckle. “That was a fun night.”

“Yeah… Fun.” Fluttershy said, seeming in a half trance.

J smiled and knocked on Star’s bedroom door.

“Come in.” Star said.

J and Fluttershy walked into Star’s room and saw him doing pull ups on the end of his room. He was wearing skin tight jeans and was shirtless. Sweat was pouring down him as he looked down at them. “Hey you two.” Star grunted.

“Hey.” J said, “Looking good.”

Fluttershy held out the pitcher of water. Star dropped down from the bar and took it, chugging it immediately. Some of the water slid down the sides of his mouth and soaked the front of himself, now dripping with water. “Thanks.” Star smiled, handing her the empty pitcher.

“So…” J said.

“What’s up?” Star asked.

J shrugged, “Nothing anymore.” He smiled. “Well… I shouldn’t say nothing…”

Star’s smile grew as he saw the growing bulge in J’s sweat pants. “Definitely not nothing.” He said. He looked at Fluttershy who was glancing between the two, blushing slightly.

“Something wrong?” J asked as he stepped closer to Fluttershy.

“N… No.” Fluttershy said quietly.

“You sure?” Star asked, wrapping his arms around her.

J stepped up behind her and wrapped his arms around the two of them, “Come on we’re all friends here…” He said, “You can tell us…”

Fluttershy bit her lip. “You two… Look great… Together.” Fluttershy said.

J smiled, “See… that wasn’t so bad…” He said softly.

“Well… Why don’t you help us out of these tight clothes?” Star asked.

Fluttershy looked at J before kneeling down and pulling his pants down.

J’s erect dick stuck out in the air. “Oh… a little cold.” He said.

“Oh… Well let me keep it warm…” Fluttershy said and placed her hand on J’s dick, starting to stroking it. She started taking Star’s pants off with her other hand.

“You’re hands are always so soft…” J said.

“Thank you…” Fluttershy smiled. Star’s pants sank to the floor and his dick hung free, beginning to grow to it’s full size. Fluttershy grabbed both their dicks and gently started stroking them.

“You really want us both don’t you?” Star asked.

Fluttershy responded by giving both of them a teasing lick to their heads.

“Ngh…” Star grunted.

“Mmm…” J mumbled, letting out a small moan.

Fluttershy stood up and took a few steps back before slowly taking her clothes off and tossing them to the side. She walked towards the two of them, swaying her body sensually with each step. “So…” She said.

Star walked up and kissed Fluttershy. She closed her eyes and fell into the warm kiss. Her leg stretched back towards J and her toes curled around his dick.

J moaned a little bit. “You two… take your time…” He said.

Fluttershy stepped back. “I need to stretch a little first…” She said softly. Her legs spread out, doing the splits until her pussy pressed against the floor. She glanced back at the two of them before leaning forward and stretching her arms out.

Star stared at her intently, his breathing increasing slightly.

J also watched intently, his breathing becoming heavier.

Fluttershy’s legs straightened out and she slowly rolled onto her back, her breasts pushing tightly against each other as she crossed her arms. She spread her legs out widely, stretching them back further and further until her feet were behind her head. She stared up at Star and J innocently.

“Holy shit…” Star mumbled.

J’s mouth fell open, “Sweet… God…” He mumbled.

“Just a few more… ‘stretches’.” Fluttershy said soothingly. She brought two fingers down to her pussy and pulled the two lips wide open, teasing the index finger on her other hand around the inside. She looked up at Star and J, licking her lips slow and temptingly.

J’s breathing had turned into a slow panting.

Fluttershy took her hands off her pussy and stared up at the two of them. She took a few deep breaths in.

“What are y-” J was interrupted as Fluttershy’s back started to bend. Her hips were brought closer and closer to her head until her mouth pressed against her pussy. There was a small moan as her own tongue slid into it and she started eating herself out.

There was a small thud as Star fell back against the wall, panting slightly. “Oh… my god…” He mumbled.

J fell down to the ground, his panting now a little faster. “Getting… harder… to hold… back…” He mumbled.

Fluttershy looked up and giggled before nibbling on her own clit. Star and J saw her tense up and fluids rapidly started leaking from her pussy. She quickly started drinking them before they touched the floor.

J gripped the floor, “Fuck…” He mumbled, a little bit of pre-cum leaking from his dick.

Star was shaking slightly. “God… How… I don’t even…” Star mumbled.

Fluttershy lied back on the floor, her limbs returning to their normal outstretched positions as she panted heavily. She stood up and walked over to J. She lowered her pussy temptingly close to the tip of J’s dick, gently brushing against it. “No touching…” She whispered into J’s ear.

J’s grip on the floor tightened and he looked up at her needily.

Fluttershy wrapped her arms around J’s head and gently pulled his face in between her breasts. “Just a little longer.” She said, rubbing a hand through his hair.

J’s mumbling was inaudible in between her breasts.

“What was that?” Fluttershy asked, tilting his head up. She hovered her lips dangerously close to his, her breath hot on his face. “Tell me… What’s on your mind…”

“I love you…” J said.

Fluttershy pushed her soft lips to his, caressing his cheek gently.

J’s eyes shut and he lightly pressed his tongue to her lips.

Fluttershy took his tongue into her mouth.

J wrapped his tongue around hers.

Fluttershy pulled back and crawled backwards. She lowered her head to J’s dick and ran her tongue around it’s tip.

J moaned and his mouth again fell open.

Her tongue slowly went down until she got to the base of his dick. She took his balls into her mouth and started sucking on them.

J’s head fell back against the floor and he started panting again.

Her fangs extended, sinking deep into J’s balls as her venom dripped into them. A burning heat started to fill them immediately.

J grunted slightly in pain before moaning loudly. “Good…” He mumbled.

Fluttershy stood up and smiled. “I’ll let that stir for awhile…No touching.” She said sternly before walking over to Star. She pushed Star onto his back and pressed her pussy to his face. She moaned as she felt his tongue enter her. Fluttershy leaned forward and took Star’s dick into her mouth, looking up and making eye contact with J as she slowly took Star’s entire length down her throat.

J gripped the floor even tighter, his panting becoming a little louder.

Fluttershy sank down to the hilt before pushing forward more. She took Star’s balls into her mouth and dug her fangs into it. Star let out a muffled scream as her venom trickled into him. He gripped the floor tightly as she pulled off his dick and stood up.

“So… How are you two feeling?” She asked.

“So… Hot… Why is it… Oh god…” Star groaned.

J smiled, “Let… it… sink… in…” He said.

Fluttershy walked over to J and helped him to his feet. She pressed her back to his chest and glanced back at him. “Tell me what you want…” She asked. She bent forward, slowly wiggling her ass against the tip of his dick.

J’s breathing got heavier as he stared at her ass. “Your… ass…” He said.

“Really?” She asked, pushing the tip against her searing hot ass. “You really want it?”

“Yeah.” J nodded.

She straightened up again, leaning back against J as she motioned Star over. Star got up and got in front of Fluttershy, kissing her immediately. Fluttershy reached her hands down and aligned Star’s dick to her pussy and J’s dick to her ass.

J looked down in anticipation.

“You’ve been waiting long enough… Now fuck me raw.” She commanded.

Star and J stared at each other for a moment before thrusting into her.

J grunted before he started ramming violently into her ass.

Fluttershy’s screams were muffled as Star kissed her and roughly pounded in and out of her pussy. He slid his hands down to her ass and gripped it tightly as J’s hands wrapped around her and squeezed her breasts.

J bit down on the tip of her wing.

Fluttershy’s head fell forward, resting on Star’s shoulder as she moaned loudly. Star pushed the two of them forward, forcing J’s back to the wall as he leaned forward and kissed him.

J shoved his tongue into Star’s mouth and down his throat.

Star’s grunt was muffled as his knot started to form. Fluttershy’s eyes shut tightly as she came, tightening immensely around both of their dicks.

J’s thrusts were so forceful that his knot was being shoved in and out of her, stretching her open a little more with every thrust.

Fluttershy screamed loudly as Star did the same, both their knots tearing in and out of both her holes, violently stretching her as both her holes started rippling around them rapidly.

J gave one final violent thrust as he forced his knot as deep into her as he could. His dick bulging out as it twitched signaling he was cumming. His first load pushed deeply into her, followed by wave after wave of cum. Her stomach starting to bulge out, pressing against Star’s chest.

Star’s hips slapped loudly against hers as he pushed his knot into her shaking pussy. He moaned as his dick started to twitch, sending the first of many shots into her. His cum flooded rapidly into her womb, forcing her stomach outward quicker as the two of them filled her more and more, the volume of their loads only growing. “S… So tight…” Star mumbled.

J continued to roughly play with her breasts, now kissing and licking her neck.

“So… Good… So much…” Fluttershy moaned. Her stomach continued to bloat outward as Star forced J to the floor, lying him down on his back and Fluttershy on top of him. He leaned forward, lying himself onto her stomach and looking down at J with a blissful smile.

J looked up at Star with the same smile on his face. “Just… think about it… this is only… round one…” He said.

“Heh… I think round one… Still has a few… More minutes… Until it’s over.” Star said quietly.

---------------------------------------------

A few hours later:

J was beginning to pack some stuff into bags.

Star stepped into the room and stretched. “What ya doin?” He asked.

“Packing some stuff for a trip.” J said.

“What kind of trip?” Star asked.

“A private one.” J said.

“To where?” Star asked.

“To Canterlot.” J said.

“Oh really?” Star asked curiously.

“Yep.” J said. “Not that I can fully enjoy it.”

“Why not?” Star asked, hugging J from behind. “Being called out or…?”

“Nobles.” J said with a sigh. “If it weren’t for them then I’d be able to enjoy it.”

“Phht… Nobles.” Star said.

“Well… some are good people.” J smiled, “I know quite a few like that.”

“Oh well that’s good.” Star joked.

J chuckled.

“What?” Star laughed. “It is…”

“I know it is.” J said as he looked back at Star with a smile on his face.

“And promise me… You’ll stay safe?” Star asked.

“I promise.” J said.

“Good…” Star said, kissing J on the lips.

J grabbed the back of Star’s head and held him there.

Star let out a small muffled sigh as he wrapped his arms around J and pushed his tongue into J’s mouth.

J pulled Star onto his lap and wrapped his tongue around Star’s.

Star pulled back slightly. “So…” He said.

“I got two hours before the train arrives…” J said. “So… you gonna send me off?”

“Maybe this will answer your question…” Star said with a growing smile.