“Welcome back, my little ponies, to the second match of this year’s tournament!” Celestia spoke, the crowd cheering in response.

“We have a special treat for you all,” Luna picked up. “A contestant who many of you doubted would be willing to participate. However, with the use of bribes, threats, and the strategic application of a crowbar, we have successfully convinced her to join us here tonight!”

“What Luna means,” Celestia interjected. “Is that her friends, after much coaxing, have managed to alleviate her concerns and convince her to do her part.”

“Yes, yes, that’s the boring version,” Luna said dismissively. “What matters is that we have a show tonight, correct?” The chorus of cheers that greeted her was answer enough.

“So, without further ado, let us welcome our athletes for tonight… Applejack, the Element of Honesty, and Fluttershy, the Element of Kindness!”

The opposing doors at the edges of the stadium were thrown open, and out of one an orange pony by the name of Applejack strutted out, smiling and waving at the crowd as she made her way to the center of the arena.

The crowd turned expectantly toward the other door, but the cheers turned into confused murmurs when nopony emerged.

Applejack sighed and rolled her eyes. “Come on out, Fluttershy!” she called. “There ain’t nothin’ to be worried about. We already told ya, everypony has sex, so doin’ it in public ain’t all that different.”

“Ignoring for now that this involves magical stallion penises and thousands of spectators, Applejack is correct. This is perfectly normal, and nothing to be ashamed of,” Luna said, nodding sagely.

Celestia shot Luna a dirty look. “What my sister is trying to say is that Applejack is right. There’s nothing to be embarrassed about, Fluttershy. Please come out; nopony will hurt you.”

Eventually, after several more seconds of silence, Fluttershy nervously crept out then froze in place as she looked around at the staring crowd. They then began to chant her name, encouraging her to keep going. After taking a deep breath, Fluttershy finally gave in and trotted over to the center of the arena, positioning herself across from Applejack.

Applejack gave Fluttershy an understanding smile. “Now, don’t you worry, sugercube. Ah promise you’ll have fun, and I won’t be too hard on ya either. ‘Specially since Rarity threatened to set my tail on fire if I got too rough with you.”

Fluttershy gave Applejack a small smile in response. “Thank you,” she said quietly.

“Alright then everypony, it’s time to get those mares rutting!” Luna shouted. “First, the dick spell!” Her horn flared with magic, and Fluttershy squeaked in surprise as she felt her new cock and balls forming underneath her. She nervously clamped her tail down between her legs, although it did nothing to conceal the massive erection now hanging under her belly.

Applejack, for her part, shifted a little as her own body changed, but didn’t seem to be overly concerned otherwise. Throughout the process, she held Fluttershy’s gaze, trying to keep her calm despite all the ponies watching them.

“Now, the ‘anything that moves’ spell!” Luna announced. Another flare of magic, and Fluttershy uttered another squeak while Applejack gave a pleasured sigh, which quickly turned into a series of breathy pants as the magic kicked her lust into overdrive.

Fluttershy’s face was a bright shade of crimson at this point, and she was rapidly alternating between staring at the floor, and giving Applejack hungry looks, apparently unable to tear herself away for long.

“Begin!” Celestia shouted.

Considering who her opponent was, normally Applejack would have been hesitant to make the first move. But with her new cock already drooling precum underneath her, she found that her usual sensibilities were taking a backseat. She immediately angled herself and pounced on Fluttershy, propelling herself with her strong back legs and tackling the surprised mare to the ground.

Fluttershy yelped as Applejack knocked her onto her back, and quickly found herself pinned as Applejack hovered over her, cock already dripping with precum. Fluttershy looked scared, but Applejack gave her a comforting look before moving back, poking the tip of her stallionhood against Fluttershy’s lower lips. Fluttershy squeaked and tried to squirm away, terrified that Applejack might hurt her, but the mare’s grip remained firm as she slowly started to press inside.

Fluttershy whimpered as her lips spread wide around the head, but fortunately for her Applejack still had enough self control not to shove it all in at once. She paused, giving Fluttershy a few moments to adjust, before pulling back.

“Don’t worry, I’ll take it slow,” Applejack said. She then slid back inside, slowly pressing in further, occasionally stopping and holding for a moment when Fluttershy made a particularly harsh noise. Eventually, Applejack made it all the way in, the pegasus holding her close as they both adjusted to the feeling.

Although Fluttershy was undeniably apprehensive about this whole thing, she did enjoy the intimacy. Applejack had so far made good on her promise, and she found that instinct was taking over as her whimpers began to transform into low moans, and she gave Applejack a needy look when she showed no signs of moving.

Seeing her expression, Applejack nodded and pulled back, almost all the way out before pushing back in, connecting their hips with a light smack. Both of the mares sighed softly at the sensation, and Fluttershy squirmed again, this time in pleasure rather than resistance, and Applejack took that as a sign to increase her pace.

Before long, both of them were gasping and moaning openly, Fluttershy bucking her hips to meet with Applejack’s thrusts, losing herself in the pleasure as Applejack drove them both closer to climax. While Fluttershy was no stranger to orgasms, she had never had the pleasure of a proper stallion mounting her until now, and the longer it went on, the more she loved it.

A moment later, Applejack’s breathy voice broke her from her trance. “Ah’m real close, sugarcube. I wanna make this good for you too, so just tell me what to do.”

“Oh, um…” Fluttershy blushed at the question, despite the fact the two were very much past the point of modesty. “M-maybe you could rub my, clit?” she panted.

Applejack gave her a fond smile and removed one of her hooves from Fluttershy’s shoulder, gently tracing it down Fluttershy’s barrel. The pegasus giggled slightly when it made contact with her ticklish belly, but Applejack either didn’t notice or care, as she continued all the way down to Fluttershy’s stallionhood, now freely leaking cum and forming a puddle above her navel.

Applejack gave the stiff cock a few long strokes, causing Fluttershy to gasp and buck her hips, desperately wanting more. Applejack merely chuckled and continued her trek down, all the way to Fluttershy’s dripping marehood. She rubbed her soaked lips a few times, causing Fluttershy to bite back a moan, an effort which quickly failed the moment Applejack touched her clit.

As Fluttershy climaxed she opened her mouth to scream, only to be muffled when Applejack leaned forward and pressed their lips together, shoving her tongue inside and exploring while Fluttershy trembled and writhed in pleasure. As Applejack explored Fluttershy’s mouth, the pegasus bucked her own hips, her stallionhood exploding and sending thick spurts of cum all over her and Applejack’s bellies, dampening their fur.

Scarcely a moment later, Applejack grunted and shoved herself in up to the hilt, causing Fluttershy to moan and wrap her legs around Applejack’s waist while she emptied herself inside. Fluttershy’s pussy quickly overflowed, and the sticky cum began leaking out the sides, dripping down on Applejack’s balls and the floor, forming a small puddle beneath them.

After a few, blissful seconds, Fluttershy gave a massive sigh and Applejack broke the kiss, a strand of drool keeping them connected as Applejack rode out the remainder of her orgasm. Fluttershy held her gaze the entire time, her eyes filled with a fiery lust despite her recent climax.

Soon, Applejack’s own orgasm ended, and she sagged and lowered herself down to rest on top of Fluttershy, wrapping her hooves around her affectionately, rather than aggressively. Fluttershy smiled and reached up to stroke Applejack’s cheek, appreciating the gesture even if it might have just been because of the afterglow.

“That…was the most adorable sex I have ever seen,” Luna declared.

“Ahem, yes, well, I may have put that differently, but I must agree,” Celestia admitted, her cheeks tinged with pink. “In any case, the round goes to Applejack!”

The audience cheered and stamped their hooves, and Applejack stood up, extending a hoof to help Fluttershy. She accepted and climbed back up on all fours, but her eyes, smoldering with unconcealed desire, never left Applejack’s.

“Ah guess you enjoyed it, then,” Applejack said awkwardly, a bit worried by the look Fluttershy was giving her.

Fluttershy blinked, then blushed. “Oh, yes,” she purred. “I hope I can make you feel as good.”

“Huh?”

“Oh, nothing!” Fluttershy chirped, taking her station and waiting for Applejack to do the same.

Still a bit wary, Applejack nonetheless moved to stand across from Fluttershy, waiting patiently for the next round to begin. A moment later, Luna shouted for the match to begin, and Applejack immediately pounced on Fluttershy again.

Like before, Fluttershy was knocked on her back, with Applejack laying on top of her. This time, Fluttershy didn’t attempt to struggle at all, instead calmly watching as Applejack lined her cum-slicked stallionhood up with Fluttershy’s rear passage, prodding it while giving Fluttershy an appraising look.

“This might smart a bit, ‘Shy,” Applejack warned. “But it shouldn’t last too long.”

Fluttershy nodded in response, but her sly smile didn’t quite leave her face. Applejack gave her another look before backing up a bit, then pressing the head of her cock against Fluttershy’s entrance.

Fluttershy bit her lip under the pressure, and quickly jerked and gasped when Applejack finally made it in, holding herself about an inch inside while Fluttershy panted and tried to adjust. After a moment, Applejack continued to push forward, sliding in about an inch, then pulling back, and pushing back in, a little farther each time.

All throughout, Fluttershy did not resist, barring the occasional tightening or squirm of discomfort. Eventually, Applejack made it all the way in, and by then, believed that she was in the clear.

It was then that Fluttershy made her move. With Applejack’s hold slackening, Fluttershy’s wings snapped open underneath her and flapped hard. Applejack shouted in surprise as Fluttershy twisted hard at the same time, the combined force rolling them both over and putting the pegasus on top.

“Hey! Ah thought pegasi weren’t allowed to use their wings!” Applejack shouted toward the stands.

“No, they’re just not permitted to fly,” Luna said in amusement. “Other uses are acceptable. Excellent one-eighty, Fluttershy.”

Fluttershy giggled and looked down at Applejack, her expression hungry. Applejack’s eyes widened at the look, a predatory one that looked very much out of place on her friend. The next thing she felt was her cock sliding out of Fluttershy, this time all the way, coming free and jutting out behind them both.

Fluttershy teasingly slid back and forth a few times, rubbing it between her flanks and forcing Applejack to fight back her moans, her own stallionhood sliding along Applejack’s belly and becoming slick with the cum of her prior orgasm. While she was distracted, Fluttershy stood up, and with a surprising amount of strength, flipped Applejack over onto her stomach. Before she could get her hooves under her, Fluttershy laid down on top of her, her cock poking at Applejack’s rear passage.

Applejack’s eyes widened as she realized what Fluttershy was planning, and quickly began bucking and twisting, trying to throw the mare off her. However, despite her admirable effort, Fluttershy would flap her wings whenever Applejack moved, throwing her own weight around to counter Applejack’s and keeping her rooted in place.

After a few seconds of this, Fluttershy decided she’d waited long enough, reared back, and started to push her way into Applejack’s rear passage. She cried out in response, squirming even harder but to avail.

Much to her chagrin, Applejack found that Fluttershy was not troubling herself to be gentle as she entered. Despite her best efforts, Applejack found herself grunting in pain as Fluttershy roughly forced her way in, inch by inch.

When Fluttershy reached the halfway point, she slid out then thrust back in, burying herself in another few inches. Applejack yelped in pain, but Fluttershy showed no signs of stopping as she repeated the motion, each thrust taking her in deeper. Eventually, Applejack groaned in relief when she felt Fluttershy’s thighs meeting her flank, the mare finally bottoming out inside her.

“Sorry about that, Applejack,” Fluttershy whispered, her words sincere despite dripping with lust. “But I couldn’t wait. I need this now.”

“Damn, ‘Shy,” Applejack panted. “Ah never seen this side of you before. What’s gotten into you?”

“I’m horny,” she growled. Before Applejack could say anything else, Fluttershy pulled back, then shoved herself all the way back inside, moaning loudly while Applejack gave another grunt.

Like clockwork, Fluttershy continued to thrust in and out of Applejack’s tight ass, keeping a rapid pace as she tried to cum as quickly as possible. Applejack bit her lip, trying to hold in her moans as she found herself starting to enjoy the pounding she was getting. She had never thought of herself as the submissive type, but Fluttershy was starting to make her wonder.

“Almost there, Applejack,” Fluttershy panted, giving her another firm thrust. “You’d better get ready.”

“At least you bothered to warn me about somethin,” she snarked, but nonetheless prepared herself to receive Fluttershy’s load. The aggressive mare bent down over her, hugging her tightly and panting alongside Applejack’s cheek. Then, with a loud cry of pleasure, she slammed inside one last time and bit down on Applejack’s ear.

Applejack grunted in pain as Fluttershy bit her ear, then sighed and allowed herself to go limp as she felt Fluttershy’s stallionhood shooting thick spurts of cum inside her. Fluttershy continued to pant and groan directly into Applejack’s ear as she came, holding herself inside even as it overflowed and began to seep out and drip down over Applejack’s lower lips. Eventually, Fluttershy’s orgasm came to an end, and she collapsed on top of her, releasing her ear and simply trying to catch her breath.

For the longest time, the stadium was completely silent, until Celestia finally spoke up. “Well… that was unexpected,” she said dryly.

Luna snorted. “That was the understatement of the century. Somepony give my sister a medal. Needless to say, the second round goes to Fluttershy!” The crowd began screaming and cheering in response, and Fluttershy’s head snapped up, her cheeks turning bright red as it dawned on her just how she’d been behaving.

“Ya mind getting off me now?” Applejack asked flatly.

Fluttershy squeaked and slid out, her excess cum dripping from Applejack’s stretched anus as she took a step back. Her cock twitched and began hardening again at the sight, but she quickly averted her eyes in shame. “S-sorry,” she stammered, terrified that her friend would be angry at her.

Applejack climbed to her hooves with a grimace, keeping her legs spread wide to avoid aggravating her sore hole. “Well, that definitely stings a bit, but good on ya for gettin’ the drop on me like that,” Applejack said grudgingly. “To be fair, if you’d been gentle, ah probably would’ve thrown you off.”

“Oh… But, are you sure you’re okay?” Fluttershy whimpered, refusing to meet Applejack’s gaze.

Applejack rolled her eyes. “I’ll live, I reckon. Might be walkin’ funny for the next week or five, but I’ll live.” Her expression softened. “I gotta say, I kinda felt bad about wrestling with you until you pulled that stunt. Now that ah know what you can do, I’m gonna tell you not to hold back. I’d rather you give it your all and have us settle this fair and square.”

“Oh, um, okay. I’ll try,” Fluttershy squeaked, finally looking up to meet Applejack’s eyes.

“How'd you know a move like that anyway?” Applejack asked curiously.

To her surprise, Fluttershy giggled. “Rainbow Dash and I were best friends growing up. I had to learn a few things to survive.”

Applejack nodded slowly. That actually made a lot of sense, now that she thought about it.

“Wrestlers, take your stations!” Celestia commanded. “Final round begins in two minutes!”

They moved to stand across from each other. Applejack watched her friend warily, preparing herself for any sudden moves. When Luna opened the match, Applejack didn’t move a muscle, instead bracing herself for anything Fluttershy might do.

The pegasus simply blinked, apparently surprised that Applejack hadn’t struck first, but adapted quickly, galloping forward and flapping her wings to build enough momentum to knock Applejack off balance.

Applejack deftly moved to the side, allowing Fluttershy to charge past. The mare quickly halted the motion, flapping her wings frantically in an attempt to halt her forward momentum. Applejack didn’t give her the chance and quickly reared up, hooking her forelegs around Fluttershy’s shoulders and lining herself up to shove her stallionhood inside.

Fluttershy eeped when she felt it prodding her entrance, but rather than attempt to get away, she instead wrapped her wings around Applejack’s neck, clenching them tightly and cutting off her air supply.

Applejack coughed and sputtered as she tried to breathe, but she quickly found that Fluttershy’s wings were much stronger than they looked. After a few seconds of futile struggling, she gave in and pulled back, bringing herself back down on all fours. Fluttershy turned to face her, expression already apologetic as she opened her mouth to speak.

“Don’t say sorry, sugercube,” Applejack cut her off. “That was actually pretty smart. Just don’t expect it to work twice.” Before Fluttershy could answer, Applejack attempted to tackle her, aiming to pin her down again.

Fluttershy tried to step aside, but only partially succeeded. Applejack collided with her flank, spinning them both around and landing them in a heap. Applejack found her muzzle mere inches away from Fluttershy’s moist marehood. Recalling the penalty rule, Applejack wrapped her forelegs around Fluttershy’s hips and leaned in, giving the slit a long, rough lick.

Fluttershy gasped and involuntarily thrust into Applejack’s muzzle, her cock knocking Applejack’s hat off as it passed overhead. Applejack paid it no mind, lapping up Fluttershy’s juices and holding her in an iron grip as she worked.

She slipped her tongue in between the lips a moment later, grimacing slightly as she tasted her own cum in the mix, but she persisted nonetheless. She forced herself in deeper and began thrusting in and out, swirling her tongue in circles and earning gasps and moans from Fluttershy.

However, Fluttershy seemed to realize what she was up to a moment later, and wrapped her hind legs around Applejack’s neck, squeezing tightly in an attempt to make her back off.

Applejack was stronger, but she was unable to break Fluttershy’s scissor lock and pin her wings at the same time. While she used her forelegs to loosen the hold, the pegasus was able to pull herself free with a strong flap. Applejack heard her give the smallest sigh of disappointment as her marehood was yanked away.

Before she could move, Applejack closed in again, feinting to the left and tricking Fluttershy into dodging, then going right, catching her by surprise and knocking her on her side. Fluttershy attempted to right herself, but Applejack was already on top of her, rolling her all the way onto her back. Fluttershy tried to kick her away, but Applejack wrapped her hind legs together. Next she attempted to flap her wings, but Applejack pinned them down with her front legs.

Fluttershy’s forelegs were still free, but she wasn’t strong enough to break Applejack’s hold, and since she was neither willing nor allowed to punch her friend, it meant that she was well and truly trapped.

“Ah reckon I’ve got ya in a bind,” Applejack panted, looking down at Fluttershy’s sweaty face.

The pegasus didn’t answer, but she was clearly very uncomfortable in her position, her expression pouty. Applejack normally wouldn’t take so much pleasure in having her friend pinned like this, but after the thorough rutting she’d gotten a few minutes ago, she was definitely finding satisfaction in it now.

“Now, just stay still and I’ll be quick,” Applejack promised, pulling back to press into Fluttershy’s rear passage. It was still stretched wide from Applejack’s previous entry, and she had little difficulty in making it all the way back in. She sighed in pleasure as she felt the intense heat envelop her stallionhood again, Fluttershy also moaning softly as Applejack filled her up again.

Applejack was quick to start moving, already teetering on the verge of climax. Now that she knew Fluttershy was made of thicker stuff than she appeared, she didn’t bother to hold herself back as she thrusted into her friend. Fluttershy groaned and squirmed in response, but couldn’t move very much at all without painfully twisting her wing, so after a few moments she gave in and allowed Applejack to fuck her freely.

Applejack didn’t take long at all to cum, slamming herself in up to the hilt and moaning loudly as her stallionhood erupted, shooting her thick load down Fluttershy’s passage and quickly filling her up.

Fluttershy moaned softly at the feeling, but it wasn’t until Applejack reached down and began rubbing her clit that her own climax hit. She screamed in ecstasy as her cock exploded across her chest, bathing her face and neck in hot seed, a few strands even landing in her mouth, which she hungrily swallowed down.

Both of the mares panted as they came down from their orgasms, and as Fluttershy came out of her reverie she realized Applejack was staring at her. “Um…” she said quietly.

“...Ah reckon that was about the hottest thing I’ve ever seen,” Applejack said dumbly.

Fluttershy blushed but giggled nonetheless, especially when Applejack realized what she’d said and turned red herself. She quickly pulled out of Fluttershy and helped her stand up.

“And the match goes to Applejack!” Luna shouted. “A very impressive effort, both of you!”

“Indeed,” Celestia said, sounding a bit stunned herself. “I’m especially proud of you, Fluttershy. It took a lot of courage for you to come out here tonight, and I commend you for it.”

Fluttershy smiled bashfully, and gave the princess a grateful nod.

“Enough with the feelings! It’s time for the finale!” Luna declared.

Applejack rolled her eyes and sat back on her haunches. “Ah guess you’d best just get it over with, Fluttershy. You know how to do this?”

Fluttershy looked a bit unsure of herself, but nodded after a moment and knelt down in front of Applejack. She reached forward and stroked the shaft a few times, causing Applejack to moan softly as it quickly began to harden again. Encouraged by her success, Fluttershy leaned down further and lapped at Applejack’s balls, licking the cum off them before dragging her tongue up the shaft.

Applejack let out small pants and sighs as Fluttershy went down on her, which quickly turned into moans when she took the head in her mouth. Unlike some, Fluttershy apparently had little interest in teasing and immediately began taking in more, swirling her tongue around it as she worked her way down.

When Applejack felt her head poking at the back of Fluttershy’s throat, the pegasus quickly pulled back, but then went back down, quickly adopting a rapid pace as she bobbed her head, making Applejack moan all the while.

Applejack very nearly screamed in delight a moment later when Fluttershy drove herself down further, swallowing her cock and sucking on it hungrily as the medial ring slid past her lips. She held it there for a few moments, swallowing as fast as she could and swirling her tongue around it. When her air supply began to run out, she pulled back, but only took a single breath before swallowing it back down.

It quickly became too much for Applejack to take, and with a stammered warning, she bucked her hips and came. As soon as Fluttershy felt Applejack’s cum in her throat, she pinned her hips to the floor and took in as much of the cock as she could. After a few spurts, Fluttershy moved back, allowing it to fill her mouth, then pulled it the rest of the way out, stroking it with her hooves and aiming the last few spurts at her face, coating it with the remainder of Applejack’s seed.

Applejack was barely conscious by the time Fluttershy was finished with her, and it was only when the crowd started cheering that she snapped back to awareness.

“Very nice, Fluttershy,” Luna said sincerely, her voice noticeably breathy. “That was… inspired.”

“Ah, yes, ‘inspired’,” Celestia nodded, her cheeks almost as red as Fluttershy’s. “An excellent game, you two. Very entertaining.”

“By which you mean ‘incredibly hot’, right?” Luna teased. Celestia glared at her in response, but Luna only chuckled.

“Let’s give it up for tonight’s winner, and of course, her courageous opponent!” Luna shouted, smiling wide as the crowd screamed and stamped their hooves.

“Hah… Good game, ‘Shy,” Applejack said sleepily, watching through half-lidded eyes as Fluttershy attempted to wipe the cum from her face.

Fluttershy gave up and looked at Applejack, a small smile on her face. “You were right, by the way,” she said quietly.

“Hmm?” Applejack mumbled.

“That was fun.” Fluttershy giggled, trotting up and giving Applejack a quick peck on the cheek.

“Yeah, it was, wasn’t it?” Applejack chuckled. “Just warn me next time you wanna take charge, ya hear?”

Fluttershy grinned. “No promises.”