“Fillies and gentlecolts!” Celestia boomed, her royal canterlot voice echoing throughout the massive stadium. “Welcome to the seventy-third annual Grand Equestrian Futa Wrestling League!” She paused as thousands of ponies cheered and hooted in response, a slight smirk spreading across her muzzle.

“Indeed, sister!” Luna chimed in, her voice echoing from the other end of the stadium. “From Canterlot to Ponyville, Manehattan to Cloudsdale, we are broadcasting live for what promises to be the most exciting championship tournament yet!”

“We certainly have some interesting contestants this year!” Celestia continued. “For the first time ever, all six bearers of the Elements of Harmony will be participating in the tournament!”

“The winner of each match will advance up the ladder, all the way to the final round with our current reigning champion… Yours truly!” Luna shouted, causing the crowd to start cheering for her. She gave them a cocky grin and a wave in response.

“As always, the winner will receive a grand prize of ten thousand bits, an all-expenses-paid vacation to any location of their choosing, and a royal endorsement for any business or organization they desire! But remember, in this game, even the losers are winners!”

The last line earned her a round of laughter from the crowd, much to Luna’s delight. Celestia smiled fondly. Her sister had done well to earn the trust of their subjects since her return from exile.

“But first, the rules!” Celestia said. “Our two contestants will enter the arena. The goal is to penetrate the opponent’s anus, or vagina and ejaculate inside. Each round lasts five minutes, and ends when a contestant reaches orgasm. If after five minutes neither pony has climaxed, the one with more points will win the round by default. If the scores are tied, the contestants will masturbate, and the first to finish wins. The first pony to cum inside both of their opponent’s holes will win the match.”

“If a pony cums outside, it will result in a penalty point. The only exception is that the receiver is allowed to cum while being penetrated,” Luna declared.

“Releasing in the mouth will also be penalized,” Celestia added.

“No magic is allowed.”

“Nor flight.”

“If a contestant wishes to surrender to her opponent, she must allow her to cum inside.”

“The loser will perform oral sex on the victor, and must take at least half their length. The receiving mare is allowed to finish wherever she chooses.

“And lastly, any deliberate attempts to injure your opponent will not be tolerated,” Celestia said sternly. “Minor injuries result in a penalty. Groin attacks will result in immediate disqualification from the tournament.”

“Indeed. These will be dirty fights, but only in the good way,” Luna said with a cheeky grin.

“And now, for our first match,” Celestia said, pausing for dramatic effect. “Our newest Princess, none other than my old student Twilight Sparkle, the Element of Magic, will be competing against one of her closest friends, Rarity, the Element of Generosity!”

As the crowd cheered, down in the arena the doors at either end slid open, and the two mares marched out, alternating between sizing the other up and waving toward the audience. They arrived at the center in perfect tandem, halting approximately five hoofsteps from each other. Both looked nervous, but determined.

“And now for the spells!” Celestia declared. “Luna, would you do the honors?”

Luna grinned, and her horn lit up with a midnight-blue aura. “First, the futa spell!” Ribbons of magic flowed gracefully from the tip of her horn, swirling around the two mares down in the arena. When the spell faded, the competitors had a new set of stallion genitals; a fully erect twelve inch cock and a pair of heavy, full balls dangling from just beneath their marehoods.

“And now, the lust spell!” she continued. Her horn lit up again, and the two mares gasped as Luna’s magic began massaging their stallionhoods. A moment later, their bodies were flooded with hormones, intensifying their arousal and desire for one another. By the time Luna’s spell was complete, both their cocks were drooling precum and aching for release. Twilight and Rarity were both blushing from arousal, giving each other longing looks.

After a moment, Twilight took a deep breath and gave Rarity a nervous look. “No matter who wins, we’re still friends, right?”

Rarity smiled. “But of course, dear. It’s only business, after all. My boutique needs that endorsement.”

Twilight gave her a relieved nod, but before she could say anything else, Celestia shouted for the match to begin. Before she could move, Rarity had already pounced, knocking her on her back and pinning her down. She placed both her front hooves on Twilight’s shoulders, and Twilight gasped as she felt the head of Rarity’s new stallionhood rubbing against her rapidly-moistening slit.

However, before she could push herself in, Twilight twisted to the side, sending Rarity tumbling off her. Twilight climbed to her hooves and jumped on top of Rarity, pressing her against the floor and grinding their cocks together.

Both of the mares moaned softly at the friction, and for a moment Twilight was tempted to just keep going until they both got off. But the cheering crowd reminded her of what the stakes were, and so she pulled back and pressed the head of her stallionhood to Rarity’s moistening pussy, mimicking what Rarity had attempted before.

As soon as Rarity felt the pressure, she yelped and pushed back. Twilight was larger than her, but it still unbalanced her and caused her to stumble back, landing clumsily on her haunches. Rarity quickly climbed to her hooves and tackled her, knocking Twilight onto her back. Before she could recover, Rarity stood over her and rolled her onto her stomach. She wrapped her rear legs around Twilight’s, immobilizing them while using her front legs to pin down her shoulders, effectively trapping her underneath.

Before she could even begin to resist, Rarity positioned herself and began sliding her cock into Twilight’s aching pussy. The pinned mare hissed in discomfort as she felt Rarity’s cockhead stretching her open for the first time, her pussy clenching around it mercilessly and eliciting a gasp of pleasure from Rarity. She made it in a few inches before sliding back out, then pushed back in, burying herself halfway inside and sending jolts of pleasure up Twilight’s spine. She felt Rarity withdraw once again, and with one final thrust, she bottomed out inside her.

They both panted for a moment, getting used to the feeling before Rarity began to move, pulling back until her medial ring slipped past Twilight’s lips, eliciting another moan from the pinned alicorn.

Rarity pushed back in, much to Twilight’s delight, and steadily began to increase her pace, hoping to cum as quickly as possible and secure her victory. However, after a particularly clumsy thrust, Twilight snapped out of her bliss-induced stupor long enough to start struggling.

Rarity grunted and pressed down harder, thrusting more firmly in an attempt to coerce the alicorn into submission. Twilight continued to resist, but with all four of her legs pinned, she had no leverage to speak of, and accomplished little besides causing Rarity to tighten her hold.

“Just relax, dear,” Rarity cooed, leaning down to speak into Twilight’s ear. “Give in. I’ll make it worth it.” She punctuated her promise with another firm thrust.

Twilight whimpered in response, resisting the urge to start pushing back to meet Rarity’s thrusts. The feeling was indescribable—the heat, the all-consuming fullness of having her friend buried inside her. She was very much starting to understand the temptation to surrender.

It was beginning to strike her just how unprepared for this she was. Sure, she had read up on how to wrestle, the rules of the contest, how to pleasure both stallions and mares, and common strategies used in the tournament. And yet, Rarity was proving just how little that all meant.

Realizing she was beaten, Twilight gave in and wrapped her tail around Rarity’s waist, losing herself in the pleasure and letting the moans escape her muzzle freely while Rarity rutted her senseless. She could feel her own climax approaching, a foreign tightening in her balls along with the familiar build-up in her pussy.

With no warning other than her flaring head, Rarity hilted inside her one last time and bit down on Twilight’s ear, eliciting a surprised yip. A moment later, Twilight’s eyes widened as she felt Rarity releasing thick spurts of hot cum deep inside her, coating her inner walls and filling her to the brim.

Rarity’s finish triggered her own climax, and she screamed in pleasure as her pussy convulsed around Rarity’s still-spurting cock. At the same time, her own stallionhood erupted, a puddle forming underneath her and soaking the fur on her belly.

Rarity continued to pant and moan as she filled Twilight with more of her hot seed, the sticky white spunk quickly overflowing and spurting from the sides, dripping down to coat Twilight’s balls. However, as per the rules of the tournament, cumming outside would result in a penalty, and so she remained inside to the very end.

After a few more seconds, both of the mares came down from their highs, and Rarity collapsed on top of her, allowing the last few drops of her cum to dribble inside Twilight’s over-stuffed pussy while gently nibbling on her ear.

“And the first round goes to Rarity!” Luna boomed, the excitement clear in her voice. The crowd roared in response, and the cheers and applause pulled both of the mares from their reverie.

Now with clear heads, they both flushed crimson as Rarity quickly scrambled away, pulling her softening cock free and releasing a small river of cum from Twilight’s swollen pussy. Both of them climbed to shaky hooves a moment later and faced each other, nervously avoiding eye contact.

Eventually, Twilight was the one who spoke first. “That was…surprising,” she said lamely. At Rarity’s inquisitive look, she clarified. “I wasn’t expecting you to be that good at wrestling. You seem more of a… nonphysical kind of mare. No offense.”

Rarity giggled and gave Twilight a knowing smile. “Self-defense classes, dear. A lady should always know how to defend herself.”

“Oh,” Twilight said awkwardly, her ears flattened against her head. Rarity’s expression softened.

“There, there,” Rarity said soothingly, trotting up to place a hoof on Twilight’s shoulder. “I caught you by surprise is all, and we’ve still got another round to go. Maybe you’ll do better next time, hmm?”

Twilight smiled in response. “Maybe,” she said hopefully. Then she blushed again. “That was… fun though. Really. Best orgasm I’ve ever had.”

Rarity chuckled. “I did say I’d make it worth it,” she said with a coy smile.

“Well, that was an exciting first round!” Celestia announced, putting an end to their conversation. “A clean fight, a not-so-clean finish, and Rarity is in the lead!” More applause followed the proclamation, and Celestia smiled warmly. Refereeing a futa wrestling match wasn’t something most ponies would expect to find in her job description, but she found it to be a nice change of pace from the boring politics of her usual day-to-day. “The next round is in two minutes! Wrestlers, take your stations!”

As they took their positions across from each other, Twilight had to admit that she had been completely blindsided by Rarity. While she had nothing but respect for her friend, she hadn’t expected her to be so… feisty. Underestimating her had been her undoing, and she resolved not to make the same mistake again.

That line of thought did give her an idea, though. Rarity had beaten her rather easily, and was likely expecting to do so again. What if she allowed her to think that, then surprised her at the last moment? If she hadn’t caught herself, she would have smirked as a plan began to form.

After the two minute mark had passed, Luna shouted for the match to begin. Again, Rarity moved first, but this time Twilight expected it. She made a show of attempting to dodge, but purposefully did so too slowly, letting Rarity tackle her to the floor.

She struggled feebly against Rarity’s hold, trying to push the mare off her, although deliberately making her movements sluggish and weak, as if she hadn’t recovered from the afterglow of her orgasm yet. While her pussy was still tingling and her muscles relaxed, she was definitely not out of the fight yet.

Rarity smirked down at her in response to her apparently futile struggle. “Already giving in, dear?” She teased. “I know I’m quite good at this, but I thought you’d at least put up a struggle this round.”

Twilight put on a defeated look, but continued her efforts to escape Rarity's hold.

“Now, do try to relax, darling,” Rarity said seriously, pulling back to prod at Twilight’s smaller hole. “I know we were, ah, ‘prepared’ before the match, but anal can be… difficult the first time.”

Twilight couldn’t help but smile. Even now, Rarity was looking out for her. It almost made her want to give up for real. Almost.

Rarity pushed against Twilight’s tight opening, gradually applying more pressure. Twilight squirmed in discomfort, but heeded Rarity’s advice and attempted to relax, deciding it was better to get used to it sooner rather than later. After all, if Twilight did happen to win the match, her next opponent might not be so gentle.

She squeaked when the head of Rarity’s cock slid inside, instinctively trying to push it out. Rarity, to her credit, waited patiently for a few moments. She held eye contact with Twilight, and when she gave a tentative nod, Rarity continued to push forward.

Rarity moaned softly as she continued to press inside. Twilight’s pussy had felt wonderful, but her rear passage was even tighter, and she very nearly blew her load then and there.

After a few moments, Rarity bottomed out, leaving them both face-to-face and panting from a combination of pleasure and discomfort. After a few seconds of allowing Twilight to adjust, Rarity began moving, pulling back slowly to her medial ring, before pushing back in, her hips meeting Twilight’s rump with a soft smack.

Both mares groaned at the feeling, and Rarity took that as her cue to continue moving, sliding in and out and gradually increasing her pace. Twilight’s struggles had all but ceased at this point, and Rarity’s lust-addled mind took this to mean that she was simply doing a good enough job to make Twilight give in.

Twilight kept playing her part, occasionally putting up weak struggles, and allowing herself to moan in pleasure, although that part was admittedly quite genuine, as Rarity was doing a pretty good job. However, through great force of will, and thanks in no small part to her prior climax, Twilight managed to keep a clear head.

She paid careful attention to Rarity’s thrusts, noting when they became erratic and more urgent. When she was sure that Rarity was on the brink of her orgasm, Twilight suddenly pushed against her with all her strength.

Rarity gave a surprised shout as she stumbled back, her cock slipping out of Twilight. As Twilight scrambled to her hooves, she allowed herself a small grin when she took in Rarity’s condition. Her stallionhood was steadily oozing precum, twitching with need and very clearly ready to blow. She had definitely picked the right time to make her move.

Twilight made her way over and sat down in front of Rarity, who was panting heavily and looking at Twilight with a clear air of desperation. Like Twilight before, Rarity was so close to her climax that all thoughts of victory had left her mind. Now, she only desired release.

Twilight carefully schooled her features into an understanding smile, subtly easing Rarity’s doubts as she reached out with a hoof. Rarity gasped as Twilight’s hoof made contact, gently rubbing up and down her aching need. After a few teasing strokes, Twilight reached out with her other foreleg, trapping the cock in-between them and jerking it off with both hooves, hoping to bring Rarity to climax before she wised up.

Privately, she was a bit uneasy about touching Rarity’s stallionhood, considering where it had just been, but the contestants were all given magical enemas before their matches, something for which they were both very grateful.

As close as Rarity was, she managed to hold on until Twilight reached down with one hoof and began rubbing her clit. That was the final straw, and with a loud groan, Rarity bucked her hips and a heavy burst of cum spurted from the tip of her cock, landing squarely on Twilight’s face.

Twilight squeaked in surprise and pulled back slightly, her own cock twitching at the feeling of Rarity’s cum on her muzzle. Reacting quickly, Twilight aimed the spurting member away, allowing the spurts of cum to draw lines on the floor.

Twilight stayed with her all throughout her orgasm, gently stroking Rarity’s pulsing cock and massaging her balls, coercing out every last drop of cum. After a few moments, Rarity went limp and a massive sigh erupted from her muzzle, and Twilight smiled as the cock in her hooves began to soften.

She reached up and wiped at her cum-soaked face, but only succeeded in smearing it into her fur. She grimaced, knowing it would be difficult to wash out later, but she would have to live with it for now.

She stood up and trotted over, leaning down to give Rarity a light kiss on the cheek. “How was that?” she asked sweetly.

“Well… played.” Rarity panted, giving Twilight a weak glare.

“And the second round ends with a penalty to Rarity!” Celestia shouted over the cheers of the crowd, the excitement and pride clear in her voice. “Well done, Twilight!” she said warmly.

Twilight blushed and gave her former mentor a wave. Celestia wasn’t exactly being impartial anymore, but she enjoyed the praise all the same.

“Indeed, sister,” Luna added. “An excellent use of the false submission technique!”

Despite her blush, Twilight grinned as she allowed the praise to sink in. Twilight was no Rainbow Dash, but she had an ego of her own, and couldn’t help but allow it to swell a little.

“So,” Twilight said as she offered Rarity a hoof to help her up. “Ready to give up?”

Rarity glowered. “Oh… It. Is. On!”

Twilight giggled. She had always found it amusing how Rarity of all ponies had a hidden competitive streak. “I expected as much.”

At Celestia’s word, the two competitors retook their stations, staring each other down again. With a stretched ass and cum dripping from her face and pussy, one might think that Twilight was the one losing, but inwardly she was confident. Now that she knew what to expect, she was certain she could best Rarity. After all, while Rarity might still have a few surprises in store for her, Twilight did have the advantage of size and strength, and was better at planning to boot.

When Luna opened the next round, Twilight and Rarity moved at the same time. Rarity went right in an attempt to catch Twilight in the side and knock her over, while Twilight went straight ahead, hoping to catch Rarity by surprise with her sudden aggression and pin her down.

The result was that they awkwardly stumbled past each other, much to their embarrassment, and they quickly turned back to face each other. Twilight moved immediately, pouncing on Rarity and pushing her to the floor. Rarity began putting up a fight, but Twilight held down all four of Rarity’s legs, rubbing their rock-hard cocks together as they struggled.

Both mares panted and moaned softly at the sensation, but Rarity’s head was still clear from her recent orgasm, while Twilight was determined not to let her lust get the better of her again, at least not until she was certain that Rarity had given in.

Despite Rarity’s writhing, Twilight slid down a few inches and lined up with Rarity’s wet pussy. Not wasting a moment, she slid in, bottoming out in moments with a muffled wet slap.

Twilight moaned loudly as Rarity’s velvety walls tightened around her aching cock, desperately attempting to milk it for all it was worth. Fortunately for Twilight, she hadn’t climaxed during the last round, so it wouldn’t take her long at all to finish under this kind of pressure.

Rarity gasped at the same time as Twilight, and her struggles ceased for a moment as she wrapped her rear legs around Twilight’s waist. When Twilight grinned down at her, she snapped out of it and released her, attempting to scramble away once more.

Twilight would have none of it, and quickly pulled back until only the head remained inside, then slammed back in, causing both of the mares to cry out in pleasure. While Twilight had very much enjoyed being on the receiving end, this was definitely something special. It felt just as good, but the feeling of dominance, of control, made it all the more satisfying.

She kept moving, maintaining a steady pace as she thrust into Rarity. The unicorn’s struggles were beginning to subside as she lost herself in the pleasure, allowing Twilight free reign as she drove them both closer to climax.

When Rarity gave in completely, Twilight abruptly changed position, kneeling between Rarity’s hind legs and wrapping her forelegs around them, spreading them wide and exposing her pussy as she continued to thrust into her. Rarity’s moans became even louder as Twilight’s thrusting suddenly became a lot deeper, and she reached down with a hoof and began stroking herself.

Twilight grinned slightly at Rarity’s reaction. Apparently, she had a bit of a fetish for this position. Lucky for her. Seeing how she had responded, Twilight’s own orgasm approached all the more quickly, and she smirked wickedly as she decided how she wanted to finish.

A few moments later, Rarity arched her back and cried out, her inner walls clamping down on Twilight’s member. Her own stallionhood shot thick strands of cum all over her belly and face, a few of them even landing in her open mouth, causing her to start coughing and sputtering.

Twilight’s own orgasm followed a moment later, and she moaned loudly from the sensation, forcing herself in to the hilt as she shot her cum deep into Rarity’s pussy.

But she wasn’t done yet. After a few seconds, and with careful timing, Twilight suddenly yanked herself out of Rarity’s pussy between spurts. Before the next one came, she pushed her cock against Rarity’s rear entrance and thrust in, eliciting a surprised yelp from Rarity at the unexpected entry.

Twilight forced herself in up to the medial ring, holding herself there as she allowed the rest of her cum to fill Rarity’s other hole. As her orgasm began to fade, she allowed herself a silly smile as she realized that her little maneuver had succeeded.

Rarity and Twilight slowly came down from their mutual high, and panted in exhaustion as they recovered. When Twilight came to her senses, she registered Rarity giving her a rather dirty look, although the effect was ruined somewhat by the cum that coated her face.

Twilight smiled sheepishly. “Sorry Rarity, but I couldn’t throw the match. Not even for you.”

“Oh, I’m not angry about that.” Rarity glowered. “But you didn’t exactly take it slow when you decided to switch holes!”

Twilight blushed. “Sorry,” she said. “I didn’t really think about that.” She didn’t feel nearly as proud of her little move now, especially since Rarity had been so gentle with her before.

“Well, I can forgive it,” Rarity said in resignation. “It was certainly one of the better orgasms I’ve ever had.”

Twilight smiled. “It’s only fair.”

“And that’s a wrap!” Celestia announced. “With her use of the infamous Double Down maneuver, the match goes to Twilight!”

“Definitely a classic,” Luna said cheerfully. “Our new competitors are just full of surprises, aren’t they?”

“Among other things,” Celestia said slyly, earning a round of laughter from the audience.

“Good one, Tia!” Luna chuckled. “An excellent match, you two!” she continued, addressing Twilight and Rarity directly. “Of course, that means it is now time for the final event.” She smirked.

Realizing what Luna was referring to, Twilight blushed and looked down at Rarity. “You don’t have to, if you don’t want,” she said quietly.

Rarity smiled weakly. “Nonsense, dear. Rules are rules, and you won fair and square. Do cum inside though, if you please. I have quite enough on my face already.”

Still feeling unsure of herself, Twilight just nodded in response. Rarity gave her a sultry grin and stood up, gently pushing Twilight onto her back and kneeling down between her hind legs. Twilight watched in fascination as Rarity looked over her stallionhood, giving a pleasured sigh as her friend gently started stroking it up and down.

It didn’t take long for Twilight to become hard again, and Rarity sensually licked her length all the way up to the tip, swirling her tongue around the head. Twilight moaned softly in response, leaning back to rest on her elbows and enjoying the feeling of Rarity’s skilled tongue working her over.

Rarity repeated her ritual several times, and before long Twilight was panting and moaning for more. After deciding that she’d had enough teasing, Rarity finally wrapped her lips around the head, sucking on it softly while circling it with her tongue.

Rather than pull back again, as Twilight expected, Rarity began working her way down the shaft, scooping up the excess juices with her tongue and swallowing them as she went. It wasn’t long before Twilight felt her cockhead reach the back of Rarity’s throat, and the unicorn seemed to hesitate.

Twilight placed a hoof on the back of her head, silently pleading for her to continue. After a moment’s thought, Rarity pulled back until only the head remained inside, wrapping her tongue around it again before working her way back down. Over the next few minutes, Rarity kept a steady pace, bobbing her head up and down while occasionally giving soft moans to further increase Twilight’s pleasure.

Twilight, for her part, was trying very hard not to force herself down Rarity’s throat, but it was becoming increasingly difficult to resist the urge as her climax drew nearer and instinct began to take over. Fortunately, it turned out to be unnecessary, as the next time Rarity went down, she kept going. Slowly but surely, she began to swallow Twilight’s cock, fighting hard against her gag reflex as it slid down her throat.

Twilight was paralyzed in ecstasy, barely remembering to breathe as Rarity took in more of her length. Eventually, she reached her limit about two-thirds of the way down, Twilight’s medial ring resting just beyond the entrance to her throat. She held it there for a moment, teasingly stroking the shaft with her tongue before pulling back for air.

Rarity took a few moments to catch her breath then slid Twilight’s cock back into her throat, much faster now that she had a feel for it. Twilight moaned loudly in response, instinctively pumping her hips as she neared her climax. Determined to send her friend over the edge, Rarity reached down with a hoof and began rubbing her clit, sending electrifying jolts of pleasure racing up Twilight’s spine.

“Ugh, R-Rarity, I’m almost…!” Twilight tried to say. In response, Rarity pulled back one last time, took a deep breath, and swallowed Twilight’s cock in one quick motion, sucking firmly while stroking the shaft with her tongue.

Twilight screamed in ecstasy and bucked her hips as she came, shooting thick strands of cum directly down Rarity’s throat. The unicorn moaned in response, further increasing Twilight’s pleasure. She continued to suck throughout Twilight’s orgasm, then pulled back to catch the last few spurts in her mouth. She rolled the liquid around in her mouth for a moment as she waited for Twilight to look at her, then visibly gulped it down, much to her surprise.

“G… Goodness, Rarity!” Twilight stammered. “That was amazing!”

Rarity gave her a tired smile. “Winner’s privilege, dear.” She smiled coyly. “Besides, I can’t complain much about the flavor, either.” Twilight’s blush intensified, but she giggled nonetheless.

“An impressive finish, was it not?” Luna spoke, her voice now low and husky.

“Indeed,” Celestia replied, sounding quite flustered herself. “In any case, let’s give Twilight a big round of applause, everypony!”

The entire stadium erupted in cheers and hoots, and Twilight gave an embarrassed smile from all the attention. Despite her lingering shame, Twilight couldn’t resist standing up on her rear legs as she waved at the crowd, her wet cock swinging freely with her motions, shown proudly for all to see. While she had her doubts when Celestia had attempted to recruit her, now that she was standing here, cheered on and relishing in her victory, she found that she had never felt better.