“So you just want me to take care of them for the night, huh?” Rainbow Dash asked, glancing up at Rush's shoulders- and the fillies perched there. Looking back at the zebra himself, she smirked, “Why, you got a fun night planned with Derpy and Rarity?”

“Quite… uh, I’ll probably be back to pick them up sometime tomorrow afternoon.” Rush nodded slowly.

“Gonna be going for that long, huh?” Dash continued. “I'm not surprised… you'd have to be good to please both of ‘em.”

“Eeh… y-yeah…” He mumbled, glancing quickly up at the two foals. “So, you’re… alright with taking care of them?”

Dash waved a hand at him. “I've taken care of Dinky plenty of times, that's mainly why i have a stock of cloud-walking enchanted bracelets. And this little squirt,” Dash pointed at Sweetie, who giggled, “Is part of the CMC, so I take care of her all the time. No need to worry, bro.”

“Great! I’ll see you tomorrow than!” Rush smiled, letting the two fillies down. “You two have fun, and try not to destroy her house.”

“Okay, Daddy! Love you!” Dinky said, hugging Rush's head and giving his cheek a kiss before sliding off his armor and to the ground, candy and plushy in tow.

“G’bye, Rush! See you tomorrow!” Sweetie echoed, giving his head a hug as well before landing next to Dinky, her own candy in a wavering levitation field behind her.

“Have a good night!” Rush waved back, smiling widely at the two, as he turned and went back home.

Rush quietly slipped into the house, closing and locking the door behind himself. He moved back towards the bedroom, peeking in on the two mares for a moment. ‘Perfect…’ He thought, feeling a slight swelling that was quickly reaching a painful point as he watched them in the very passionate throes of foreplay, their hands sliding and playing with every part of their larger naked bodies. Rush stepped back and slipped into the bathroom in the hallway. He slowly began to strip off his costume, making sure to not let it clatter to the floor. After a few minutes he finally had it all off, he leaned down, slowly pulling his bag of medicines. He dug around for a few moments, before pulling out two cologne bottles. He squirted a bit of the HGP onto his chest and groin, shivering at the cold liquid touching his hot and sweaty body. He then took in a deep breath and grabbed the second bottle, spraying a very tiny amount onto his finger, slowly spreading it right under his nose so he was hit with a concentrated amount of it. He shivered as the strange scent overcame him, the massive heat in his crotch was now growing into a raging inferno. Rush left the bathroom, now standing outside the bedroom. He was now struggling in his attempts to not burst into the room, instead he peeked in again, his hand now unconsciously wrapping around his massive throbbing shaft. As he stealthily watched the two mares kissing and teasing each other. He shivered as his fingers ran over his head, slathering the rest of his shaft in pre, making it nice and slick for whatever may come.

“My, my…” Rarity moaned softly as she pulled back from Derpy’s lips. “I absolutely love it when you kiss me… and it helps that you truly know how to tease my cleavage…” She cooed.

“Nn, R-Rarity…” Derpy groaned, “You magic… it feels so good, spreading me o-open like thaaa… do… do y-you smell that, Rarity?” She asked, eyes wide. “There's… something smells… really g-good…”

Rush quietly pushed the door open and slipped in, trying his hardest not to be caught as he moved towards the bed.

“Y-yes, I do s-smell thAH!” Rarity nearly screamed as she felt two large arms wrap around both her and Derpy, and a large, slick, and veiny stallionhood slipped up between them, flicking both of their clits, and smearing a thick amount of pre up their stomachs.

“Hi there… giiirrrlllsss…” Rush breathed out loudly, Rarity shivered as his tongue ran up her neck.

“O-oh, Rush…” Derpy moaned out her eyes crossing- further, that is- from the sheer musk and smell of him.

Rarity let out a soft moan, “Rush…” She mumbled as he peppered her neck and cheek with kisses.

“Mmmm…” Rush moaned. His hands drifting back as he roughly groped Derpy’s tits, his cockhead sliding up and down her chest as he rubbed his and Rarity’s crotches together.

“F-fuck… I…” Derpy tried to say, before giving up and launching her face at Rarity's. The two mares met in a sweltering, sloppy kiss, moaning and drenching each others’ faces in saliva as Rush frotted against them.

“Which one of you wants it first?” Rush purred, pulling his cock out from in between them so they were both resting on the throbbing mass. “Who wants a big… thick… zebra dick to destroy them first?” He whispered, purposefully nipping both their ears.

Derpy pulled back from the kiss, but it was Rarity who shouted out, “Rush, fuck me! Please! Make me your mare, my love!” Rush tore the two mares apart, pushing Rarity down onto the bed. Now that he caught an incredibly good look at the two naked mares he could almost feel his already rock solid cock just get harder. Their breasts were larger than his head and he twitched, realizing that’s about all he’d reach to even with how tall he was. Without warning he lunged down at Rarity burying his face in the large chest pillows that threatened to smother him, his hands shot down to her ass, groping her cheeks roughly as he nearly motorboated her chest.

Rarity groaned and wrapped her arms around him, squishing the zebra into her plusher, curvier body. “Rush… if you aren't balls-deep in my cunt in the next five seconds,” She started, in a rare show of extreme vulgarity, “I am going to demolish you.”

Rush let out a low and incredibly lustful growl, roughly attempting to enter the mare under him, managing to sink his head into her with the first thrust. The flared hood spread Rarity’s marehood apart, allowing him to easily sink into her, his now much larger balls slapping against her ass as their hips collided.

“Aahn!” Rarity cried, throwing her head back onto the gray, warm… flesh? She looked up to see Derpy's plot, looming above her. Without a second more to spare, the pegasus planted her pussy down onto Rarity's face, thighs to either side of the unicorn's face as she rode the searching tongue.

“Nnn, ooooh…” Rush moaned loudly, ramming himself into Rarity at a rough and erratic pace. He gave a quick slap to Rarity’s ass forcing her to tighten at the sudden surprise of the slap. Soon his mouth found their way to her teat, teething and licking her nipple. “Soon… you're both going to be giving me milk…” He growled, giving a rough suckle to her nipple.

Derpy grabbed his shoulders and pulled his torso up and hers down, bringing them close as she mashed their faces together like she had with Rarity earlier, doing her best to shove her tongue down his throat. Rush reached a hand up and gave Derpy’s flank a tight squeeze, managing to somehow trap her tongue with his own. His hips continued to plow into the unicorn under him, his cock nearly reaching just as far into her as it normally would, but with the force of each thrust Rarity was sure she’d be unable to walk tomorrow. As his cockhead rammed animalistically into her g-spot, a shockwave of pleasure ran through her each time he hilted himself.

Derpy ground her marehood along Rarity's snout, eventually managing to stretch herself open enough to slide down her muzzle. She screamed out in ecstasy into Rush's mouth, wings twitching as a furious orgasm worked it's way through her.

Rush pulled back from her lips, growling as he violently slammed his cock into Rarity. His now fully flared head refusing to remain locked in her, allowing him to stretch her out more than she had ever felt. His sack quickly retreated as he continued to thrust in and out of her, spraying her entire love canal in his thick and virile seed. “Ooooh…” He groaned loudly with every shot, which he could nearly feel force their way through his dick and out into the first of his marefriends to get filled. He made sure to hilt himself, preventing even the slightest drop from escaping her, his lust addled mind equating it to making her feel his potent attempt at ‘claiming’ her.

Rarity moaned her own orgasm out into Derpy's cooch, her vaginal walls clamping down and milking Rush of every shot his cock could give and then some, wringing it dry. Her marehood and womb were filled to the brim with his splooge, and we're packed even fuller with every thrust of his into her.

Rush yanked out as the last bit of his cum shot out, covering Rarity’s chest in a thick amount of semen. He was left panting, though his lustful gaze was now directed at Derpy’s flank.

“Derpy…” He breathed, that single word voicing his desire to absolutely ravage her, though she had no idea which hole he’d begin with.

Derpy tumbled off of Rarity's face and onto her hands and knees, though that quickly became her shoulders and knees as she reached back and spread her huge, jiggly asscheeks for him, all while voicing her need to be filled at maximum volume. Rush moved over to her, grabbing her hips with one hand, and using the other to slap his cock against her ass.

“You’re a naughty girl… aren’t you?” Rush leaned down, growling lustfully.

“Oh, fuck! I'm so naughty, Rush… punish me! Pound me until I can't walk, until all I can think of is your dick!” Derpy begged, pressing her hips back into him. His eyes lit up at that thought and he drew his hips back, dragging his flared and cum soaked cock over her puckered hole.

“Well… whorse, I am going to punish you…” He breathed, pushing his cock head very slightly into her ass. “But… I NEED to make sure…” He continued pulling out and swiftly pressing his cock into her pussy, “Everypony knows you both belong to me…” He stated, slamming himself to the hilt. His cock head roughly pressing against her cervix from the sheer angle of his insertion. “How does that sound? Carrying MY foals… always being pregnant…” He gave her ass a slap, quickly pulling out only to slam back in.

“Fill me!” She demanded, throwing her head back and shrieking in pleasure as he rammed into the entrance to her womb. “Make me your… your broodmare!”

Rush wrapped his arms around her stomach, readily mating the pegasus. The sound of flesh slapping against flesh echoed through the room. “Derpy…” Rush groaned, rubbing his still overly-large sack against her winking clit. His thrusting getting harder as he groped her teats, letting her feel his rough hands on her sensitive breasts.

Rarity watched in awe as the zebra had managed to dominate the still larger mares, she was particularly stunned by the strength of every thrust. She was sure that, if it weren’t for the potions, there’d definitely be more than a few bruises on their hips and asses tomorrow.

Rush let out a low growl, reaching down and slapping Derpy’s ass as he gave her left breast a particularly rough squeeze. His hand sunk down into her enormous boob, titflesh oozing around his fingers.

Derpy, wanting even more, shoved Rush back until he lay on the bed, her hands planted to either side of his head as her hips ruthlessly bounced on his shaft. Rush pulled her head closer, kissing her, and attempting to wrap his tongue around hers. Each time she bounced on his thick cock he thrust up in a vain attempt to never leave her. His hands slid up her back and to her wings, stroking and squeezing them to give her even more pleasure. Rush's stallionhood continued to spread her wide, his flare had shrunk down, though now it was nestling firmly in her cervix with every bounce, and Derpy already knew what would happen when he came.

He pulled back from her lips for a moment, staring her in the eyes. “L-love…” He panted, pulling her head into his neck so he could nip her ear. “I h-hope you’re ready…”

“I-I a-a-am!” Derpy moaned, her voice quivering with each bounce atop Rush, battering the door to her womb each second with his stallionhood.

Rush moaned something into Derpy’s ear, but even though she heard it clearly she had no idea what he said… the meaning was far from lost on her as he squeezed her close and his flare shot out. With the opening over her womb, the only thing saving her from direct pregnancy was Rarity’s spells as a messy spray was pumped directly into her.

Derpy's marehood did its best to replicate what Rarity’s had earlier, squeezing and milking his cock for every drop of cum he could put out. In fact, the sheer size of his orgasm completely filled her womb, each further spurt spraying out around the flare of his length and onto the bed. Rush nuzzled Derpy’s neck for a moment.

“What happened to that lust craze, darling?” Rarity inquired, cuddling up against the two.

“Must be losing that aspect of it…” Rush purred, kissing Rarity, and then Derpy. He groaned and slowly began to pull back out of Derpy, his still achingly-erect cock plopping out of her cum stained marehood.

“Fuck… I-I still feel so… so hoooorny…” Derpy groaned out, laying back between them.

“Mmm, so am I…” Rarity added, getting back on top of Derpy, giving her a long and passionate kiss. Rush grinned widely and climbed around, moving so his cock would be presented to the two mares when they pulled away.

“As am I… but first I might need a little… cleaning up.” Rush purred, aptly stroking his soaked, now black and white mast.

“I'll clean you out…” Derpy offered, her half-lidded eyes staring into Rarity’s own.

“Mmm, that’ll take all night… good thing we have that long…” Rarity purred, kissing Derpy again for a few moments. Rush moved his cock closer to their faces, seeming to get a bit more of his lust back. “Darling… I think our stallion is getting impatient that we’ve stopped listening…” Rarity giggled.

“How about you take care of him, then…” Derpy purred, slowly moving down the bed, “While I take care of you.”

“Oooh, I love that idea… I can finally get a true taste of his hot cum…” Rarity moaned, removing Rush’s hand from his cock and taking a slow lick of his cock head.

“Trust me, Rarity… it's delicious…” Derpy said, licking her lips as stared lustily down at Rarity's stuffed marehood.

“Oooh, yes it is… very much so.” Rarity purred, suckling on the head of his cock, moaning loudly as the mixture of both mares’ juices and Rush’s thick spunk slid over her tongue. Rush let out a long groan, his hand gently stroking Rarity’s horn causing her to shiver. In response to Derpy staring at her marehood, she spread her legs apart giving Derpy access to her cum stuffed hole.

Derpy stuffed her face into it with gusto, eating Rarity out as sloppily as she could while she gulped down oodles of mare and stallion cum. Her hands ran under Rarity, one going on to bury itself in the fat of her ass while the other lubed a few fingers up with Rarity's juices, before sliding them against the puffy pucker of the unicorn's anus. Rarity gasped and her eyes snapped shut, her tongue whipped around Rush’s shaft causing him to let out a low groan. He attempted to sink just a bit deeper into her maw which she welcomed readily, her hips also pressing into both Derpy’s hand and mouth.

“Oooh, this feels sooo good…” Rush moaned loudly. “This… definitely… needs to happen more…” He groaned. “Mmm, how tasty is it down there Derpy?”

Derpy pulled back, swallowing the cum in her mouth- a long and loud gulp all three could hear, before saying, “Absolutely decadent, Rush… Rarity's marehood tastes great, and so does your cum…” The pegasus slowly pushed one of her fingers up Rarity's bum as she spoke, stretching out the as-of-yet unused hole.

“Oooh, getting her ready for the next part?” Rush asked as Rarity continued to take his length down her throat. She stroked as much of his shaft as possible, wiggling her ass against Derpy’s hand.

“You know how much I love it when you stuff my plothole with your cock… I just hope Rarity does, too,” Derpy said, “But you're the one who'll get me ready.”

“Of course… no one else is allowed to.” Rush teased, letting out a small groan as Rarity reached his medial ring. “Oooh my… look at her go…” He mumbled giving her horn a few more apt strokes. Rarity moaned and looked up at Rush with half-lidded eyes, her tongue swirling around the outside of his shaft.

“Ooh, she looks so hot with her mouth full of your cock…” Derpy breathily said, “It makes me wonder just how good she'd look if you facefucked her.” Rush’s eyes lit up as that thought crossed his mind.

Rarity began to gulp down as he pushed his cock down her throat, her eyes closing slowly as the hot meat slid down her gullet. Her snout touched his pelvis after a few moments. She readily lapped at his sack, showing him her eagerness to be fully fucked. Rush grunted as he slowly pulled back, his cock pulling out of her extended throat, only for him to push it back down in, his heavy sack slapping her chin.

Rarity gagged at the force but continued to slather his shaft and balls in her saliva, the salty flavor of his sweat rushing over her tastebuds.

“I shouldn’t go so hard on her though… it is her first time taking all of it.” Rush said, as he used both a hand on the back of her head and the hand on her horn to work Rarity over his shaft.

“You could always ask her,” Derpy suggested, squishing a second finger into Rarity's stretchy backdoor.

Rush pulled Rarity off his shaft, letting her speak.

Rarity let out a few deep breaths, “Mmm, don’t go easy for my sake… then you won’t ever be able to go hard…” She joked, kissing the tip of his shaft before opening her mouth to take it right back in. Rush happily obliged her, sinking himself back into her warm, wet depths.

“She said to go hard… so who am I to deny a mare what she wants?”

“You'd better go just as hard with me as you do her, then!” Derpy fake-scolded, finally returning her mouth to Rarity's cunt and slurping up some more of Rush's seed.

“Oooh you enjoy it either way.” Rush dismissed playfully, working Rarity’s head up and down his shaft like her head was just a fleshlight. Though he was making sure not to go too rough, as he didn’t want to injure her. “Mmm… but you know what, Derpy?” He inquired. “I think I still have to stretch her out too… but… while I’m doing that, you still have a nice… tight plothole to stretch as well… and I have just the means to do it…”

Egged back into the conversation, Derpy shot back, “You know, one day I'll get used to your size… what'll you do when you can't stretch me out any further, hmm?”

Rush balled his fist up jokingly. “I always have this.” He teased, sticking his tongue out. “And besides… that’d take us doing it every day… all day…” Rarity gagged quietly, lapping his balls as his head flared outward. “Ooooh, Sweet Luna, Rarity… you’re amazing…” Rarity moaned loudly, exaggerating her gagging to make it somewhat more erotic as he prepared to flood her stomach with his seed.

“You better not fist my ass!” Derpy laughed, “Else I get addicted to it, and it would only get worse or more ridiculous from there.” Seeing the look on Rarity face- drunk off of Rush's musk- she quickly slipped a third finger into her plot, stretching the unicorn even more as Derpy fingered her tight ass.

“What’d come next, tw-ooohhhh…” Rush moaned loudly as Rarity’s throat bulged out with the obscene amount of cum slipping through his shaft.

“Oh, man… I gotta get me some of that,” Derpy whispered, mostly to herself. Her eyes took on an incredulous gaze as a series of egg-sized bulges worked their way down Rarity's throat, each shot from Rush's dick big enough to constitute its own stretching of her flesh.

“We h-haaave… all night…” Rush smiled down at Derpy, giving Rarity’s horn a few apt strokes as he played with the tip. Rarity shivered and Derpy felt a sudden rush of fluids come from her crotch, washing out some of the seed still deep within her. “Mmmm, Derpy…” He started, the last few bulges traveling into Rarity’s stomach before he pulled out of Rarity’s throat, letting her head rest against his crotch, keeping her entranced with his musk

“Oh, goodness… darling, you certainly know how to f-fill a lady…” Rarity murmured, putting a hand to her stomach. Noticing his length just in front of her, Rarity closed her eyes and took a deep sniff, shaking in pure arousal as his musk filled her senses. “Mmff… you know my dirty little secret, and you make good use of it, for sure…”

Rush chuckled, looking down at her, “Mmm, I couldn’t help myself… you know, all you have to do is just ask.” He teased, running his hand through her hair. He motioned for Derpy to come up beside them.

She obeyed, crawling up Rarity's body until she was face-to-dick with Rush, just the same. “Mmm…” She said, taking a deep whiff like Rarity had, “Better than ever.”

“Yes it is…” Rush purred, staring down at them while licking his lips. “But… something’s missing.” He began. “I can’t quite put my finger on it, though…”

“Mmm? Whatever could it be, Rush?” Derpy asked, staring up at him with half-lidded eyes as she lazily lapped at his drool-coated shaft.

“Well… why don’t you bring your adorable flanks up here and I can begin…” Rush grinned.

“Oh? I don't get a a taste of your dick like Rarity did?”

“Who said you couldn’t?” Rush said, rubbing his cock against her face. “I’m not going to stop you…”

“Good…” Derpy said, before grabbing Rush and laying him down in Rarity's embrace (something the unicorn happily went with) and slide back down until she was right in front of his dick again. Without anymore preamble, she opened her maw as wide as she could and shoved his cock into her, going from tip to base in about half a second- without even gagging. Rush let out a quiet gasp thrusting his hips up a little, though it was already deep in her throat.

“Ooooh…” Rush groaned.

“Oh, my… she must practice often. You should he honored, darling.” Rarity murmured, running her hands up and down Rush's heaving chest as Derpy did her best to swallow his cock multiple times a second.

“I… oooh boy… Derpy…” Rush moaned, bucking his hips. His hands slid around Rarity’s body and he started fondling her flank, snaking one of his fingers into her backdoor; the much larger appendage managing to stretch her out nearly as much as two of Derpy’s slender fingers. “You two are amaaazing…”

“Nnff… it's all f-for you, Darling…” Rarity moaned, tightening her grip on him and sandwich in his head between her huge breasts.

“Mmmph…” Rush moaned into her breasts, unceremoniously driving a second finger into her, his other hand sliding down to play with her marehood. He motorboated her large bust, and around the same time Derpy felt his cock start to twitch and the flare begin to slowly expand in her throat.

“Maybe you should… hold him off just a bit longer… make the next one all that more explosive.” Rarity suggested, running a hand up the squirming zebra’s chest. Rush was breathing heavily through his nostrils, his eyes locking onto Derpy’s.

Derpy took Rarity's advice, slowly pulling her mouth away from Rush's crotch until only the head remained inside. She gave a few slurps to his sensitive cum slit before finally pulling away, licking her lips of his taste.

Rush groaned and thrust up again. “Noooo…” He moaned loudly.

“Mmm… what's wrong, stud? Sad you didn't get to cum down my tight, wet throat?” Derpy asked, walking her fingers up Rush's dick.

“Veeerrryyy…” Rush whined. “I wanna cum!”

“Well… would you rather cum down my throat, or up my ass?”

“Your ass!” Rush said loudly, “I need to plow both your asses!”

“Oooh… you need to, hmm?” Derpy asked, wrapping a hand around his dick and slowly going up and down. “Still, I'm not sure… we are the Princesses, after all- we must maintain our image.”

*Perhaps our zebra lover could find some- ah!- s-some way to convince us…” Rarity offered, gasping as Rush hilted his fingers in her ass.

“A-anythiiiing!” Rush grunted, “I’ll do anything!”

“Anything, huh?” Derpy raised an eyebrow, before turning to Rarity. “What do you think, Rare? How should he earn it?”

“Hmm, maybe…” Rarity thought for a moment, “Why doesn’t he pleasure us a little bit more?” She suggested. “Or… better yet, get us a little something to drink, I’m quite parched…”

“Something to drink… yeah, sure!” Derpy smiled, before turning back to Rush. “Fetch us some water, consort… and prepare thy tongue.” She said, imitating Luna.

“Of course!” Rush said quickly getting up from the bed. He ran out of the room and vanished completely from sight.

Derpy crawled back up the bed, getting next to Rarity. “I think this is turning out wonderfully.” Derpy sighed, hugging her marefriend.

“So do I, tonight has been an absolutely wonderful time.” Rarity hugged her back. “Maybe we should have sometime set aside later… just between the two of us.”

“That sounds great!” Derpy smiled, leaning in to kiss Rarity.

Rarity kissed Derpy back, and pulled her in close. “Why don’t we have him pamper us a bit more?” She suggested, after pulling back from the kiss.

“Ooh, yeah! And, well… you know I like it when he eats my plot out… you want him to do the same to you?” Derpy asked, blushing.

“Mmmm… that sounds wonderful… I think I might want him to try that. And it’d help get us both ready for him.” Rarity nodded.

“Oh, you decided you want to try and take him anally!” Derpy realized. “Awesome!”

“I want to see how it feels.” Rarity nodded, “I know he’s not going to be too rough my first time.”

“Yep. But once you can take him harder...” Derpy giggled. “Oh, I couldn't walk straight for days once he finished with my ass!”

“Mmm… I don’t think that’ll be too much of a problem.” Rarity chuckled.

“Oh, and…” Derpy started, making sure Rush wasn't coming back soon, “I think Rush was right about being able to keep up with us… and more. Don't be surprised if we end the night sweaty, filthy, and absolutely covered in cum, Ms. Prim and Proper.” She teased, pinching Rarity's ass.

“Oooh, don’t worry, I already anticipated that coming in.” Rarity retorted, giving Derpy’s plot a squeeze in return.

“Mmm…” Derpy hummed, giving Rarity another kiss. “You know, I kinda like being this… big. I wish we could stay this way longer.”

“We could always get more of the potions from Zecora.” Rarity said.

“Maybe.” Derpy agreed.

“Though I think we should give it some time… I mean, we still don’t know how long it’s going to last, darling.”

“Yeah, I know. But Zecora said it'd wear off by tomorrow evening at the latest, so we have a decent time frame.” Derpy said.

“And we shouldn’t waste it… we both know Rush can go for a long time without stopping, so why not just get as much out of our current sizes as we can?”

“What do you mean?”

“Well, first, there’s Rush… and since we can overpower him now, we can control what goes on… so, why not enjoy that for a bit more?” Rarity suggested.

Derpy thought for a moment, before slowly nodding. “Alright, we can try that. Just keep in mind that bigger doesn't necessarily mean stronger. He might be able to re-overpower us if it comes to it.”She said.

“There’s always two of us though.” Rarity joked. “But I’m sure, so long as he isn’t forgotten he won’t be trying to overpower us.”

“Yeah. So, what else?” Derpy asked.

“Hm… I don’t know… maybe we should… do something together to kill some time until he comes back?” Rarity grinned, squeezing Derpy close and kissing her.

“Oooh… I certainly like that idea.” She huskily breathed out. She leaned in to kiss Rarity again, her hands already on the unicorn's breasts, fondling and squeezing the large, pert mounds. Rarity moaned into Derpy’s mouth, squeezing her large plot as she rubbed against Derpy.

One of Derpy's hands left Rarity's tits, moving down to her needy marehood. She started to rub and press at the wet hole, loving the little gasps and moans Rarity gave with each movement.

Rarity returned the favor, lightly rubbing her fingers against Derpy’s own pussy, making sure to purposefully focus on her clit.

Derpy tightened her grip on Rarity's teat, her fingers squishing into the large globe. “Hah… f-fuck… you know just how to get me started…” She moaned, grinding against Rarity's fingers.

Rarity let out a moan and grinned widely, squeezing Derpy’s plot as she pinched her clit. “Ooooh, don’t worry… I’m not done yet.” She whispered, teasingly kissing Derpy.

Derpy pushed needing into the kiss, right as she squeezed two fingers into Rarity's sopping wet cunt, shoving them into the hand and spreading them out.

“Soo-ahhh, forward…” Rarity purred, closing her eyes as she pushed one of her own fingers into Derpy, swirling it around inside. “And you’re quite skilled yourself…” She teased.

Derpy smiled, and tilted her fingers upwards, finding Rarity's G-spot shortly and rubbing against it. Rarity let out a little squeak and moaned loudly.

“Soooo quick to find it…” She muttered, closing her eyes as she shoved a second finger into Derpy, rubbing her inner walls.

“I m-memorized where it was.” Derpy explained, gasping from the sudden intrusion. She moves her hand a bit further, and slips one finger into Rarity's plothole, spreading the sensitive walls of her anus.

“Oooh… keep it up…” Rarity breathed, massaging Derpy’s own plot as she continued to finger her marefriend.

Derpy silenced Rarity by stuffing a second finger into her plothole, rubbing and sliding her digits over her anal walls. “Gladly, Rares.” Derpy moaned, pushing back on Rarity’s hand.

Rarity let out a quiet groan, and ground her finger roughly against Derpy’s ass, spreading her a bit more. “Mmmm, you’re amazing…” Rarity cooed, rubbing her other hand against Derpy’s cutie mark.

Derpy smiled, before her eyes widened. “Oh! Oh, Rarity, I just remembered something!” She said, all of a sudden leaping off of her marefriend and rummaging through the dresser. “I had it made a little while back just in case Rush wasn’t near us when we wanted him… ta-daaa!” Derpy turns back, holding up a massive double-ended dildo… one that looks suspiciously like Rush’s cock, if it were base to base with itself. It’s also a pure black in color, making it look almost exactly like the genuine article.

“Nnn, darling…” Rarity huffed, attempting to sit up. “Please, warn me when you’re going to do that next time.” She glanced at the dildo for a moment. “Though… it does look quite perfect, almost like it actually is Rush…” She purred, moving a little closer to Derpy and wrapping her hand around the dildo. “Hmmm.” She murmured, “I wouldn’t mind trying it out with you…”

Derpy giggled, leaning in and kissing Rarity, pushing the two of them back onto the bed, which creaked in protest at their larger sizes. “Of course! That’s why it’s here, after all,” She said after breaking away. “Now… should I take it first, or do you want it?”

“Why don’t you take it first? And I’ll help…” Rarity licked her lips. She grabbed the dildo with her magic, peeling it from Derpy’s grasp. Soon the large black dong was hovering right up against Derpy’s plot, slowly tracing between it and her marehood.

“Mmff… shove it in me, Rarity!” Derpy begged, bracing herself. Derpy felt the dildo force its’ way into her marehood, sloppily filling her up and forcing most of the cum that was left in her all over the bed. Rarity purred lustfully, twisting the thick dong all around her marefriend’s interior.

“How do you like that, Darling?” Rarity whispered, groping Derpy’s ass playfully. “I can do so much more with my magic than Rush can do with his dick alone…” As if accenting that statement, the dildo began to chill just a little bit, giving Derpy an icy pleasure that made her want more.

“Ahhh!” Derpy cried out. “Nnnff, it f-feels so good! Please, more!” She begged, locking lips with Rarity and shoving her hips back, trying to get more of the fake cock inside of her.

Rarity readily began to fuck Derpy with the dildo, ramming her with just as much force as Rush managed, making their bodies rub roughly together. She gave Derpy’s ass a slap and pulled the dildo out of her completely, rubbing the tip against her clit moments before going back to roughly plowing it into her marehood.

Each thrust of the dildo knocked Derpy forwards into Rarity as if Rush himself was behind them, slamming his cock into her cunt with all his force and making her tits and ass wobble and shake like Jello. The pegasus could barely even think, but managed to instinctively shove her hips back at the same time the dildo came forwards, stuffing it so deep that it knocked against her cervix with each hilting.

Rarity pulled away from Derpy’s lips, “Oooh Derpy~” She purred, slowing down her thrusting. “You know…” She nipped Derpy’s ear, pushing the pegasus onto her back. “It does have two ends…” She moved opposite of Derpy, slowly teasing the dildo against her own cunt. She slowly pushed it into herself, moaning loudly at the feeling of being stretched out again, though her force ground the dildo against Derpy’s cervix, stretching her out further.

Derpy cried out in pleasure as Rarity inadvertently forced the sex toy further within her. In a moment of clarity, she grabbed on to Rarity’s legs and pulled, squishing both of their asses closer, and therefore squeezing more of the dildo into each of them.

Rarity let out a loud gasp, her back arching. “Deerpyyy!” She moaned, rubbing her ass against Derpy’s, and grinding the dildo against both of them. “Mmm, this feels so gooooood…” She closed her eyes, thrusting her hips against the dildo. Her horn lit up with even more magic, and after a moment, the dildo began to spin within the two of them. Rarity quivered violently around the spinning dildo. “Nnn, that’s so much better now.” She panted, continuing to push herself up and down on the toy.

Derpy was gasping and panting, her thoughts slowing down to a crawl as the almost alien pleasure of something spinning within her vagina overtook her. For a moment Rarity’s magic faltered and the dildo stopped spinning. “Ahh…” She moaned quietly, biting down on her lip as she continued to ride the dildo, forcing it in and out of Derpy. She seemed to now be purposefully holding out for a few moments longer until she established a rhythm, and then the spinning picked back up again, now grinding along Derpy’s insides as it spun.

This made the silicone shaft drag along Derpy’s G-spot… constantly. Every single moment of every single turn made the little spongy area she defined as ‘heaven’ be toyed with and massaged, causing Derpy to nearly short-circuit with pleasure. Rarity was receiving equal treatment from the dildo, but she was able to withstand it just a bit more than Derpy was, having done something very similar to it before.

“A-ahhh! I-I’m cuuuumiiiing!” Derpy’s cunt soon clamped down on the dong- therefore making it pleasure her even more- and started shuddering in ecstasy as she came, her marehood leaking its juices all over Rarity’s. Rarity could barely hold back her own orgasm, and she too released her own juices, splashing the dildo and soaking it further. She threw her head back and let our her own orgasmic scream.

Derpy on the other hand was met with something else when she looked back, another long black and staggeringly hard object that nearly poked her cheek.

“Nnnnahhh… R-Rush?” She squeaked, her cheeks red with embarrassment and orgasm. Rush looked down at Derpy, a sly grin across his face.

“Enjoying yourselves, I see.” He mused as he inspected the dildo locked between the two. He raised an eyebrow as he looked back down at Derpy. “Hmm…” He tapped his chin, sitting back down on the bed, taking his cock in hand. He licked his lips, “Don’t mind me… I’ll join you two… shortly.” As he leaned back against the headboard, he began to masturbate, slowly stroking and teasing the throbbing shaft in his hand. He was sure to make the show more of a tease for Derpy as at the moment she was the only one watching, and it was just out of her reach.

“O-ooh… that was… w-wonderful.” Rarity panted out, still shaking from her own orgasm.

Derpy didn’t respond. She was out of her normal mind enough- thanks to the incredible amount of pleasure- that she was only able to focus on Rush’s cock. She reaches her arms out for it, trying her best to grab the hard rod of flesh. Rush grinned moving his cock just a little closer, his pre dripping down onto her hands.

Rarity finally leaned up, and saw Rush teasing Derpy. “Don’t be so cruel…” She joked, slowly sliding the dildo out of Derpy, allowing the pegasus more freedom to get at the cock she was clawing for.

Derpy’s mouth opened as she got closer, letting Rush see that wet, hot, saliva-dripping maw.

Rush let go of his cock and beckoned Derpy up, clearly wanting her to consume his stallionhood.

She shook her head, however, and let it continue to hang slightly off of the bed, her maw wide open, her mouth and throat aligned in a straight line... something Rush just now noticed.

Rush’s eyes lit up and he moved in closer, drawing his cocktip across her lips. “I hope you’re ready…” He growled, slipping his thick head right past her lips, sliding his cock right into her waiting maw. His eyes locked on Rarity, and he leaned down, forcing his cock further down Derpy’s throat as he grabbed the dildo that was still lodged in Rarity.

Derpy’s eyes went half-lidded as Rush started to use her mouth as his cocksock, and the pegasus(still looking like Luna) gagged around his dick, eagerly licking at it and eyeing his delicious, musky balls as they drew ever closer.

Rush grunted, clearly enjoying the oral pleasure his slutty pegasus was giving him. His strength was now showing as he used the dildo to roughly fuck Rarity, plowing her with enough force to shake the bed.

Rarity could barely let out a pleasure scream as she was nearly forced to cum again, her marehood still raw from the last one.

“Oooh, I love both of my little whorses…” Rush groaned, hilting himself inside Derpy’s throat. “But…” He tore the dildo out of Rarity’s pussy, the second end now pushing right against Derpy’s tailhole.

“R-Rush! Why’d you stop?” Rarity whined.

Rush slowly ground the tip of the large dildo against Derpy’s plothole, clearly attempting to gauge her reaction.

Her eyes widened for a moment, before the horny pegaslut waggled her ass against it as well as putting her hands on Rush’s tight ass, squeezing and pulling him harder into her mouth.

“You’ll just have to…” Rush started, slowly pushing the dildo into Derpy’s ass. “Wait your turn…” He grunted, thrusting lightly into Derpy’s throat. “Rarity… I need to get nice and wet before I fuck your ass raw…” He growled lustfully.

Rarity’s eyes shrank down to Match derpy’s own sultry pair, and she slowly got up from her position behind Derpy. She removed Rush’s hand from the dildo and began to pump it in and out of Derpy’s plot with her magic, before she planted her knees to either side of her marefriend’s waist and leaned her upper body against Rush’s, sliding her hands over his chest. “Mmm, my big, strong zebra wants to pound my plot, does he? He wants to fuck me hard, like the dirty little whorse I am..” She purred.

Rush stared at Rarity, “Oh, fuck you hard?” He laughed, “No… no… no. I’m going to break you…” He breathed, thrusting roughly into Derpy’s throat, his cock already twitching. The musky orbs dangling in front of her eyes seemed to be broiling more now than they ever had been- she could almost hear the seed churning in them.

Rarity shivered at his words, leaking a fair amount of marejuice onto Derpy’s stomach. “Mmm… maybe you should prepare your horny mare, then, hmm?” She queried, before flipping herself around- now lathering Derpy’s pussy with her tongue, and waggling her ass a foot or so from Rush’s face. Rush used his other free hand to fondle Rarity’s ass for a moment, before surprising her by driving two fingers deep into her, his almost twice as large as the two that Derpy had used before.

Rarity cried out in shock for a moment, before it turned into a long, low moan of pleasure. “Oh, Rush… nnnf, your fingers feel so good, deep in my ass…”

“Mmm, my little slut enjoys that?” Rush breathed, leaning down. “But…” He spread his fingers out a bit more. “Does she want more?” He teased her, slowly dragging his fingers out of her. “Does she want to be wet along with the thick, throbbing cock that’ll make sure she can’t walk?” He suggested, using his leverage with her to drag her a bit closer, and any of the slight pain she was feeling was replaced with an intense pleasure. “Or maybe she’d like to just feel my cock stretching her wider than anything else…”

“Oooh, yes! Rarity cried, trying to shove her plot back into Rush’s face. “Mmm, toy with me moooore~”

Rush leaned closer and withdrew his fingers replacing it with his tongue. His hand gave her jiggling rump a rough slap, leaving a red mark on it. As he began to eat Rarity’s ass out he continued facefucking Derpy, driving his cock all the way down her throat with each thrust.

Every thrust brought with it a gurgling, choking sound from Derpy’s throat as Rush spread her wide open around him. The pegasus loved it, even the small amounts of pain from the glorious facefuck.

Rush groaned into Rarity’s ass, his cock already twitching and his head was beginning to flare out, forcing her throat to stretch even more as he ploughed on with more vigor. He drove the dildo halfway into her ass before simply ripping it out and grabbing ahold of both of Rarity’s ass cheeks, groping and kneading them. Derpy’s ass gapes for a few moments, before beginning to tighten back up due to the absence of anything within it. He growled right into Rarity’s ass as his balls tightened up considerably, he forced his way back, leaving his head right inside of Derpy’s mouth, allowing her to taste every last drop of his thick cum as it pushed down her stretched throat.

Both of them could hear the “Gulp… ulp… gluk…” as Derpy swallowed his spooge down, her throat bobbing up and down as bulges the size of eggs worked their way down to her stomach, adding to the pool of cum already inside.

Rush pulled back from Rarity’s ass and stared down at Derpy’s growing stomach. “My… you look so good when you’re nice and full… but I might still have to fill you up from the other end as well…” He panted, gently patting Derpy’s stomach. “But… first…” He turned his attention back to Rarity’s still tight ass. “You.” He stated, his cock still spasming and dumping out cum as he pulled his tip slowly out of Derpy’s mouth, giving her face a nice coating of his thick musky seed, the scent flooding her nostrils as it dripped down onto the bed.

“Mmm, yes… me~” She replied, looking back at him.

Rush pulled Rarity off of Derpy, setting her on the bed, still on her hands and knees. He then mounted her, taking a truly dominant position over her.

“Oh, please! Please… Master! Fuck me hard, Master!” Rarity begged, flagging her tail up and showing off her winking, needy holes. A fire lit up in Rush’s eyes, and he lined his cock up with Rarity’s unmolested ass, before shoving it in to the hilt.

Her scream of pleasure rang through the house, as did many, many more before the night ran out.

Author's Notes:

Well, I guess that blog seems a little dumb now, huh?
Thanks to patric12345 for help, as always!
Toodles!
~TOOWC