Author's Notes:

Characters: Starburst, Anthea, Turquoise [click names for character bios]

Tags: Sex, Slice-of-Life, Romance

Triggers: Threesome, Cum Inflation, Tribbing, 69ing, Cunninglingus, Blowjob, Well-Endowed stallionhood, Anal, Gender-Swap, Double Penetration

Continuation of Starburst x Turquoise Blitz

It was a quiet day at Golden Oaks Library. Starburst, after having gone through possibly the worst and at the same time most pleasurable heat cycle of her life, had decided to stay in town a while. She helped with the clean up after the storm was over, going around town and offering help where needed. Luckily the storm hadn’t caused too much damage and a good majority of it was fixable.

It had been three weeks since her estrus ended and she was thankful to be back to normal. She still felt guilty about wrangling Turquoise into rutting her senseless, and it was awkward seeing him around town with Anthea, whenever the two made eye contact, one of them would avert their eyes and give a little involuntary blush. If it was awkward for her, Star could only imagine how much worse it was for the young stallion. Walking around with the knowledge that he had fucked their mutual friend, and tried to not let his fillyfriend now.

Currently the young princess was back at her home after visiting with Golden Delicious and his family. Star looked outside and saw that the sun was now setting and the day giving way to night.

Friday night, usually Nidra would be trying to talk me into going out clubbing with her. Well it’s not my usual way to spend a Friday night, but I guess I’ll just do a little dancing in the meantime, not like anypony can see me either way. Now where did Mom put that record player…?

Suddenly the front door to the library burst open as a powerful magical force washed over the entire room. Starburst immediately went into an attack stance, ready to fight down the unlucky intruder. But to her surprise, the intruder was Anthea. A very pissed off – horn glowing like a raging inferno – looks like she’s about to split you down the middle – kind of pissed off.

Starburst had seen Annie get angry before. But this, this was a whole new level that even made Star twitch uneasily.

“A-Annie…? What, uh, what’s going on?”

“Starburst Sparkle! You fucked my coltfriend!!!”

Starburst felt the entire world fall from under her. The strength in her body left immediately as the blood in her veins ran cold.

“H-H-How –?”

“How do I know?!” From behind Annie, Turquoise floated inside and was plopped down between them. “That’s how!”

Starburst looked to Turquoise in disbelief.

“I…I’m sorry Star, I couldn’t keep it a secret I tried. She deserved to know…”

Star wanted to kill Turquoise, but…it wasn’t his fault, not entirely, and she knew it. The young pegasus mare sat on the floor and hung her head in shame.

“I did…I…I was in heat Annie…I know that doesn’t excuse what I did, but you have to believe me! I didn’t want to! I tried so hard to resist it, b-but I was weak! I let my damn urges win out and I…I forced myself on Turquoise…! Annie please don’t be angry with him! He was only trying to help me because he saw I was suffering from my estrus, you know how he is! If you’re going to be angry and take it out on anypony, then do it to me!”

Annie slammed the door behind her, placing a sealing spell on it to keep the door from being opened from the outside or inside. Anthea strode past Turquoise, he wanted to stop her, but one look from his fillyfriend told him to stay where he was. Annie stood before Starburst, her gaze narrowed as she looked down on the petite mare. But Starburst was no coward, she raised her head and looked directly back at the milky-blue eyes of her, possibly, ex-friend, ready to take whatever punishment she was going to deal out, magical or otherwise.

Annie then lunged forward and wrapped her forelegs around Star’s body. The pegasus mare awaited the possible body slam or something to that effect, but there was nothing. Instead she felt the embrace tighten, not painfully but comfortably.

“You idiot, I’m not mad at you.”

“Y-You’re not?” Star asked in disbelief.

Annie separated herself a little from Star, her previously pissed off expression was now one of kindness, and she was smiling.

“Of course, you won’t believe what Mom does to keep me from getting out the door to go and rut all night long with T! She practically wrestles me to the ground.”

Both Turquoise and Star just looked at Annie with astonishment. The earlier fury in her voice was gone, and now she was her usual self, although her risqué side was more open now considering what it was they were talking about.

“So Annie, you forgive us?” Turquoise asked.

“Oh…not entirely.” Annie spoke with a scheming tone in her voice.

Star and Turquoise gulped. Base instinct told them to get the hell out of Dodge Junction, but given what transpired, they at least felt they were entitled to some degree of punishment. But if at any moment her magical aura slipped into the kitchen, they would be in Canterlot faster than a Manehattan minute.

“Since you took my first time with Turquoise,” Annie then turned to the dragon in question, “And since you popped Star’s cherry. I think the just punishment is to have my first threesome!”

Star was seriously starting to think that the gods above had it out for her, not only was she a short, big winged mare, but now it seemed they wanted to throw another wild card into the bunch.

“Excuse me…?” Star asked in disbelief.

“You heard me, a threesome! You, me, and Turquoise! I always wanted to try one out, but part of the problem is finding another mare who’s compatible with me and T, and since T, from what he told me, liked stuffing your pussy with baby batter, I think you, Starburst, are the perfect candidate!”

The fact that Annie was saying all this with a straight face was making Turquoise and Starburst equal parts uncomfortable and disturbed. It wasn’t a secret that Annie had a risqué sense of humor, and could be a pervert sometimes. But they didn’t think it went to this extent. When Star was in estrus she might’ve been all over that plan, but since a few weeks had past, her sexual urges were back down to normal and her rational mind was in control, and her rational mind told her…

“You’re nuts, you’re nuts Annie. Go home.”

Annie giggled. “Silly, you’re acting like you and T have a choice.”

Annie’s horn flashed with sparkling green mana, at the same time a symphony of doors and windows locking themselves rang out through the library. Curtains and shades were drawn, cutting the outside world from viewing the depravity which was about to be unleashed. The unicorn mare started to saunter over to Starburst, swaying her hips back and forth. From a completely objective standpoint mind you, Star found Anthea…attractive. There was no doubt she was pretty, a natural beauty like her adoptive mother, but right now, with her half-lidded stare, and her slow, tantalizing movements, it was hard not to see why she could elicit such thoughts.

“Star, I didn’t know you liked me like that,” said Annie.

“W-W-What are you –?” Starburst looked to her sides and saw that her wings were fully flared. “IT’S NOT WHAT YOU THINK!”

“Star it’s fine, the fact that I gave you wingboner makes this all the better, even T knows that too.”

Star looked to the dracony stallion in question and saw that his wings were also fully erect, along something else that was steadily starting to rise, despite his best efforts to hide it. Annie stopped right in front of Starburst, her milky-blue eyes staring into Star’s intense violet eyes, for a moment, Star wondered if this was how other ponies felt when she used her special talent on them. Frozen in place, a feeling helplessness, a growing force pressing itself on your shoulders almost forcing you to submit. Star had to think of something, anything to keep Annie from going through with what she was thinking.

“A-Annie, w-we can’t have a threesome!”

“Why not?”

“B-Because…uh, because we could get pregnant! Yeah that’s it! When T and I rutted my Mom had cast a spell on me without me knowing that kept me from getting pregnant for seventy-two hours! Y-You don’t want us both to end up with foal, what would our parents think?!”

Annie stepped back and giggled yet again. “Star, you didn’t really think I came all the way here without a plan did you?” The pink unicorn then cast another spell, waves of green mana flowed up and down their bodies for a few seconds and just as quickly vanished from sight. “There, now we can’t get pregnant for the next seventy-two hours.”

“Y-You know that spell too!”

“Of course, when my estrus is really bad, I cast it on myself. Any other concerns?”

Star ran through a gambit of different ways to talk Annie out of this. “I-It’s not really safe for T or us to, you know, with more than partner at once like this!”

Annie then got right in Star’s face, making pegasus mare hold her breath in anticipation. “Star…”

“Y-Yeah…?”

“You worry too much.”

Annie leaned forward and pressed her lips against Star’s, the suddenness of the kiss made the pegasus open her mouth to yelp, granting Annie access to Star’s mouth. She kissed Star passionately, working her tongue along the other mare’s. Annie brought her teeth down on Star’s lower lip, giving it a little nibble before going back in again. Moaning and sounds of resistance could be heard in tandem as Annie continued forward, making Star fall on her back. Annie pinned the young mare beneath her, laying horizontal and using her own hind legs to keep Star’s open.

“This is probably going to feel a little weird at first, since you’re not a unicorn and all.”

“What is that supposed to mean?!”

“Oh and Turquoise.”

The dracony stallion snapped to attention, his shaft already half erect from seeing his fillyfriend kiss Star, pin her to the ground, and splay both their hind legs wide for his viewing pleasure. Turquoise gulped when he saw a devilish look in the pink unicorn’s eyes.

“Y-Yes Annie…?”

“While I’m giving Starburst her punishment yours is going to be watching us, but you can’t clop to us at all.”

“ARE YOU KIDDING, THAT’S HIS PUNISHMENT?!” Star yelled.

“Oh yeah, I need to make sure you don’t.” Annie’s horn flashed and immediately Turquoise’s forelegs and wings were tied behind his back. “There, now you can’t clop to us. Now where was I…Oh yeah, taking care of Star’s concern for hygiene.”

Annie’s horn flashed again, Star was able to catch a glimpse at what was happening. Four long rod-like constructs formed behind them, all four shimmering and sparkling with magical energy. She watched with dread as two of the rods positioned themselves right at the entrance to Annie’s tail hole and the other she assumed was aimed at her marehood. Annie gave a little shudder as she felt her magical creations prod at her dual entrances, making her hold onto Star tighter. Starburst flinched and fidgeted, feeling one of the magical rods poke around her flanks.

“Sorry, I know where mine are, but it’s a little different trying to find yours, just give me a sec I think I…AHA!”

Starburst gripped onto Annie tighter and threw her head back when she felt the foreign object poke at her puckered anus. Going off of that, Annie lowered her pussy till it touched Star’s making Star go even stiffer if that were even possible, now with that new information, she lowered the fourth rod and poked it at Star’s marehood.

“W-W-What are these things going to do?!” Star asked with a little worry.

“It’s alright Star, this isn’t the sexual stuff yet, this is just to get you ready. Now I suggest holding onto to me, this can be a bit intense for a first timer.”

Annie willed the two rods to slowly penetrate her. Inch by inch the moved further into her anus and vagina until they stopped, forming a plug at the other end to keep them secured. Star could tell that Annie just put them in, but she didn’t show much signs of arousal. But her thoughts became muddled when the rod at her pussy began moving into her. She let out a sharp gasp as she felt the rod slip past her labia and plunge itself into her depths. She couldn’t understand how easily her marehood was taking this in.

Did Turquoise stretch me out that much or am I that flexible?!

Whatever the reason, it didn’t take long before the rod had bottomed out inside Star and formed the plug. She then felt the magical apparatus expand inside her, filling up every part of her love tunnel and making her let out a squeal of strange delight from it.

“Yeah, I know, it’s a strange having it do that, but I guess the mare who made up the spell wanted to be able to enjoy it. Now I’m going to put the other one in, it’ll probably be more intense if you’re not used to having something in there. So I want you to breathe and relax for me Star. It’ll only make it harder for you if you tense up and I don’t want to hurt you. If it does tell me to stop alright?”

Starburst tried to catch her breath from the object that was inside her marehood, she could feel it doing something inside her, something akin to electricity and massaging was going on inside her pussy, her mind waging a war between wanting the foreign object out of her and wanting it to stay.

“What’s it doing to me?!”

“It’s similar to a douche. It’s a spell designed for unicorn mares to clean their marehoods, it’s a little more effective since it can conform to the mare’s genitalia and it can more thoroughly get rid of any harmful germs or bacteria that could cause STDs or the like. That electrical tingle you’re feeling is the cleaning process, it has the added bonus of stimulating the nerves that deal with pleasure. The massaging motions help to keep your pussy…not loose, but more relaxed, it’s more specifically designed for mares preparing to engage in sex.”

Star was starting to feel less afraid of what was inside her, she knew Annie wouldn’t do anything to harm her, even in her lustful state of mind, she still cared about the other pony before that of her sexual needs.

“Okay, now I’m going to insert the anal rod next.”

“W-Wait, is it necessary?!”

Annie thought it over for a moment, seeing the slightly distressed look on Star’s face made her reevaluate the need to use it. After a couple of seconds, Annie nodded and Star felt the rod at her anus disappear, letting out a sigh of relief.

“It’s okay if you don’t, it’s my little kink, but I understand if you’re not into that. That just means we’ll have to think of something else for you later,” said Annie with a wink. “Oop, spell’s done!”

Just as Annie said, the electrical and massaging sensations had ceased, and now her marehood felt vacant, strangely she was disappointed that it was gone. But Annie proved that she wasn’t done. She rose up off of Star and repositioned herself, putting her upper half right between Star’s hind legs, and giving Star a full view of her winking pussy.

“It’s called sixty-nining. I eat you out and you eat me out. And don’t go saying it’s unsanitary, I just cleaned us both so you got nothing to complain about. Anyway, I’m diving in!”

“WAIT I’M NOT REAAAAAAAAAH~”

Starburst felt Annie pry open her hind legs, the unicorn mare took her time exploring the privates of one of her best friends. Inhaling the musky scent of Star’s marehood, and nuzzling the small breasts that rested a few inches above it. She ran her hooves up and down the inner thighs of the pegasus mare, painting a mental picture of her friend, even running her hooves over Star’s tone flanks and letting out a wolf whistle, impressed by how fit the petite mare was. Annie lowered her hindquarters, allowing Star a better view.

For Star’s part, she had never seen another mare’s pussy up close. Sure, walking around naked was part of daily life as a pony, and yes, it wasn’t odd for somepony to get an accidental view of another pony’s privates, but it was common courtesy to ignore that part of a pony unless you were intimate with them. With that said, Star felt a strange sense of fascination seeing Annie’s marehood. She reached out and cupped one Annie’s flanks, eliciting a squeal of delight from the blind mare. She ran another hoof over the left flank, working her way towards her inner thighs. She groped one of Annie’s teats, which was a little rounder and fuller than hers, and gave it a yank.

“AAAH~”

“Sorry!” Star cried out.

“No, that’ felt good~ and one good turn deserves another.” Annie purred.

The blind mare lowered her head and wrapped her mouth around the small orb of flesh, sucking vigorously at Starburst’s breast. Star let out another filly-like squeal at the sensation of Annie suckling from her teat, sure she may’ve played with them when she felt the need to diddle herself, but the thought of having another pony do that to them never crossed her mind, and she liked it! Star noticed Annie wiggling her rump, a not so subtle signal telling her to start on her as well. Star felt nervous, with Turquoise she had an idea of what she needed to do to get him off, but with another mare…? What if she screwed up and ended up ruining this for Annie, or hurt her in some way, she was extra sensitive to touch after all.

Wait, why the hay do I even care?! I didn’t even want to be a part of this crazy threesome thing! In fact, I could just grab Annie and pin her to the ground in a submission hold right now!

Before Star could make such a move, Annie abandoned pleasuring Star’s teat and moved to the main prize. She took long licks along her inner thighs, moving towards her marehood and doing circles along the outer edge of Star’s labia. Starburst felt her body go stiff for the third time that night, feeling Annie’s tongue so dangerously close to her pussy, so agonizingly close to the entrance, that all thoughts of bucking the unicorn mare off her were replaced by a lustful need to have that teasing tongue inside her. And as if to make it worse, Annie spread open her pussy lips, allowing her a better view of Star’s winking clit. She nuzzled the love button with the tip of her nose, making Star squirt a few drops of her juices onto the wooden floor.

“FUCK ANNIE, DO IT ALREADY!” Star demanded.

And there was the break that Annie was waiting for. Without a second thought, Annie thrust her tongue as deep into Star’s pussy as she could, practically burying her muzzle in the pegasus mare’s love tunnel. Star let out cry of ecstasy that filled the entire library as she threw her head back and gave an instinctive buck of her hips to Annie’s face. The unicorn mare mentally smiled, happy she was able to get such a reaction out of Starburst. She turned her eyes towards the greenish blob that was before her, noticing a shade of pink was fully up and standing at attention.

Turquoise didn’t know to what feel at this point. He was mortified that his fillyfriend had just magically tied him up, surprised that she was into having sex with other mares, and oddly enough, very aroused by the sight before him. Especially hearing those screams of lust from Starburst while Annie was eating her out, he knew those cries well, for they were the same cries of lust and pleasure that he made Star utter during that night three weeks ago. Hearing them again made him remember the sensations, the tightness of her marehood as it worked to milk his dick, and now, the look Annie was giving him. That sultry, vixen-like stare as she continued to pleasure Starburst with her tongue, it was too much.

Even though she was in the middle of screwing Star, she hadn’t forgotten him. In fact, she purposefully positioned herself and Star like they were. She made sure to keep as much of what she was doing visible to Turquoise, giving him a show as she spread open Star’s pussy lips, dove in, thoroughly licked and thrust her tongue inside, pulled out, nibbled on her labia, and suckled on her winking clit before going back in again. All the while Annie would gaze at her colt friend, she enjoyed the taste of Starburst’s pussy, more than she initially thought, but every now and again the thought of being able to have that large, meaty log in her mouth, feeling it slip down her throat and drown her stomach and throat in a deluge of cum, it almost made her cum right then and there.

Speaking of which, somepony’s a little too vocal for a sixty-nine position.

Annie gave a swift lick of Star’s clit, making the pegasus mare cry out again, but when she did, Annie pressed her hips down and forced her marehood into Star’s mouth. The petite mare’s eyes bulged from the sudden move, her nostrils filling with the sensual scent of Annie’s pussy, and her mouth tasting the excretions of marecum.

“Since you went ahead and gave T a blowjob, I think it’s only right you eat my cunny out. Don’t you?” Annie quipped as she wiggled her rear back and forth, making Star taste more of her.

Star was so enraptured with Annie’s ministrations that she had completely forgotten to return the favor. She grabbed onto Annie’s flanks, giving them a firm squeeze as she stuck out her tongue, parting the labia and entering her friend’s most private place. At first, Star wasn’t sure if she was going to like this, she understood swallowing down Turquoise’s spunk, in her heat idled mind, the taste of a stallion’s seed was a good as watermelon. Surprisingly, even though she wasn’t in heat, Star found the taste of Annie’s pussy juices to be, not so bad, salty, with a hint of honey, but not at all unpleasant.

With that in mind, Star began her work in earnest, eating out Annie’s pussy with the same fervor as when she was giving Turquoise head. Her manner was definitely different from Annie’s, it was rougher and stronger, thrusting her tongue in and out and lapping up the juices as they flowed, Star was a little more aggressive in nibbling Annie’s labia, lightly biting down and stretching them back a little before letting go and going into a full on make-out session with her pussy.

Annie had to stop for a minute, not expecting such an assault from her friend. She let out loud moans and guttural grunts, panting and squealing in delight from Star’s ruthless attack on her genitals. Realizing she didn’t want to neglect her friend, Annie dove back down and continued her work, only this time she let out all of her grunts and moans into Star’s quivering pussy. The vibrations from Annie’s noises only served to intensify the experience for Star, and so she decided to do the same, letting out her voice into Annie’s love tunnel as well.

Turquoise just continued to watch this raunchy scene before him, seeing his friend and fillyfriend go at each other with such wanton lust. His member was at full mast, dripping with pre-cum at the sight of this, he so desperately wanted to start clopping to this, in fact, when Turquoise went to try and get out of his restraints, he found that they weren’t as tight as he was lead to believe. If he wanted to, he could snap them lose and start clopping to this magnificent scene before him. But then again, what if Annie meant for them to be loose and easy to break, what if she was testing him? No doubt the mare had a plan, she wouldn’t plan a threesome and just have him sit on the sidelines and watch. Maybe she was doing this to build him up, so that when they got to it, it would make the experience all the better. That could be it, that’s why she didn’t make the restraints on his forelegs too tight, she wanted to see if could wait and enjoy the show. It was then that Turquoise sat up straighter and reaffirmed his resolve.

Don’t worry Annie, I’ll wait for you, thought T.

Somehow Annie could sense that Turquoise understood the purpose of the restraints, so now she could focus more on Starburst, which, from the increased contracts of her inner walls, Annie could tell that Star was close to orgasm, and so was she. Deciding to change it up for a good finish, Annie pulled herself off of Star’s muzzle and stopped her amazing work on the pegasus mare’s sopping wet pussy. Star had a look of want and angst from having Annie pull away, something that she never thought she’d feel from having such things done to her.

“W-Why did you stop?! Did I do something wrong?” Star asked.

“Oh no, you were perfect! But I thought we change it up again and make it feel really good for both of us, plus, I want us to cum together.”

Starburst’s first instinct was to ask what exactly she had planned, but so far Annie had surprised her with some very good things, so she was willing to trust her friend.

“Alright, what do you want me to do?”

“Oh you’re fine where you’re are, but could you move onto your side?” Annie asked.

“O-Okay, which side?”

“Whichever’s more comfortable for you.”

Star moved her body till she was lying on her right, “Okay so now what?”

Annie’s signature seductive smile was starting creep across her lips once again. Her horn lit up and Star felt the tingling sensation of the magical Aura wrap around her left hind leg. Her leg then moved up till the tip of her hoof was pointed at the ceiling, Annie could tell that her dancing lessons and training were paying off, granting great flexibility. The unicorn mare then scooted herself between Star’s legs, bringing her own pussy hovering just mere inches away from Star’s.

Star held her breath, feeling the heat radiating from Annie’s pussy and from seeing how close their marehoods came to touching each other. The pegasus mare gulped, she didn’t think that Annie was going to do, what she thought she was going to do. But she did. Annie grabbed hold of Star’s left hind leg and brought to rest over her right shoulder, she then pressed her sex right against Starburst’s, making the tomcolt mare let out a moan of satisfaction from the act. Annie began slowly humping against Star, the room filling with the lewd noises of their pussies hitting against each other. Star had no idea two mares could do something like this, she vaguely knew about the eating out part, and the using of one’s hoof, but she never thought about actually rubbing their marehoods together like this! The jolts of pleasure that ran up her spine were more intense than when Annie was between her legs.

Annie was much the same way, enjoying the new feelings of euphoria, and slight power trip, from fucking Starburst. With each slap of their genitals both mares let out screams of ecstasy, Annie would stop her humping a few times and grind her pussy into Star’s, their furiously winking clits brushing up against each other as they went in and out of their hiding places. Annie continued to thrust her hips into Starburst, she couldn’t see Starburst, but she could imagine what she looked like right now. A sweaty mess, wings still flared, eyes hungry and desperate for release, and the rocking motions of her body with each thrust of Annie’s hips. It was all building up, their earlier session, and now this, it was all too much.

“A-Annie I’m going to –!”

“Same here!”

Both Annie and Star reached their climaxes as their pussies released a flood of marecum onto both of them, coating their inner thighs with the scent and mixture of their love juices. The two young mares hit the floor, hind legs still entangled as they basked in the afterglow of their orgasms.

“That…That was…wow…” Was all that Starburst could manage.

Annie chuckled. “Well, glad you liked it, because we’re not done by a long shot.”

Starburst weakly propped herself up on her forelegs and looked to the mare across from her.

“W-What else are we going to do?”

“Silly, don’t tell me you forgot about T over there?”

Starburst’s face flushed, to be honest, she had completely forgotten Turquoise was in the room. He was so silent during the whole thing, and what with the way Annie was rocking her, the fact that Turquoise had been watching them fuck each other had slipped from her mind. The pegasus mare untangled herself from Annie and used her large wings to hide herself from Turquoise, completely embarrassed that she had just let her friend and technical family member see her enjoy having sex with another mare.
Annie couldn’t help but find Star’s reaction to be completely cute. “Star, c’mon, this is hardly anything to be embarrassed about. You and T did have sex already, so it’s not like he’s seeing anything different.”

Yes it’s different! With T it was…I was out of my mind with estrus! But now…I’m not in heat, I just…did it because I wanted to! And with…

“Star, it’s perfectly normal for mares our age to explore our sexuality. So you liked eating me out, and enjoyed a little scissoring.”

“But…I…”

“You had sex with Turquoise, and you loved it, you had sex with me, and you loved it. You did like it…right?” Annie asked with trepidation.

Star opened her wings a little and looked upon the worried faces of Annie and Turquoise. “Well…I didn’t dislike it…It felt good…”

“Well then, I guess we should move to the ultimate part of this threesome! Now that you and I are warmed up, what’s say we relieve T a little. And you can show me how you made him cum?”

Star looked to Turquoise, his own face beet red from what Annie said, but still, she already swallowed down both T’s spunk and Annie’s juices, was there really anything more to be embarrassed about?

With that in mind, Star uncovered herself and walked over to where Annie was, having already taken up a position right next to the half-dragon’s behemoth of a dick. She released the magical restraints and allowed Turquoise to freely move his wings and forelegs. Annie inspected her coltfriend’s phallus, running her horn and hooves over every inch of it, taking in the even stronger musky scent coming from it. The very thing that had been at the center of her wet dreams during estrus, and the subject of her clop fantasies since she first started dating him, was now right before her. The unicorn’s head was swimming in a menagerie of different lewd and perverted ideas for what she wanted her coltfriend to do to her with this monster. But she had to rein it in, all in due time.

Turquoise was fidgeting from having his member touched, Starburst was one thing, but Annie, the mare he’d been dating and fell in love with at first sight with, actually staring at it – touching it?! The dracony stallion wasn’t going to deny that he clopped to the image of Annie, sometimes creating little scenarios in which Annie would either suck him off or ride his member till he cummed buckets. Right now, one of those was about to come true.

Annie could already tell that her coltfriend’s stallionhood was a lot bigger than she imagined, not that it was bad, it only got her more excited, but it did however disappoint her when she remembered Turquoise saying how Star wasn’t able to get all of him inside her mouth. Even though Annie was a little bigger and taller than Starburst, it wouldn’t make that much of difference.

Jeez, I’d probably have to be as tall and as big as June to take him in all the way in any hole…Hmm, mental note: See where Red June stands on voyeurism.

Filing that away for later, Annie licked at the base of Turquoise’s shaft, dragging her tongue up and flicking it off the tip of his phallus. She then opened her mouth and wrapped her lips around the head, swirling her tongue around it and slowly inching her head further down, taking in as much as she dared could. Starburst was next to Annie, still a little embarrassed by this, believing that an intimate moment like this should be shared between the two lovers, not with her present. But a flick of Annie’s tail on Star’s flank told her otherwise, she wanted her friend to join in. And seeing this mountain of meat again, with a clear mind, she couldn’t believe she took something this big inside her, it was a miracle she didn’t end up in the emergency room.

Star cringed at the thought. Yeah, try explaining that to the doctor and Mom and Dad…

Pushing that aside, Star decided to give her friend a hoof in pleasuring their mutual sex partner. Since Annie was dealing with the head a few inches more, Star instead worked on pleasuring the shaft, licking and sucking on wide surface of Turquoise’s dick, getting it nice and coating in her saliva. She continued downwards, heading to the base of his dick. She saw the two round balls awaiting her, she moved forward, cupping one in her hoof, and licked around it, bringing it into her mouth and sucking on it lightly like a piece of candy.

Turquoise was in heaven right now. He could feel the back of Annie’s throat, the grazing of her teeth, and the tiny taste bud bumps of her tongue as they slid along his rod. Annie pulled back, but still kept the head inside her mouth, probably figuring that there was no way for her to deepthroat her coltfriend unless she developed a suffocation fetish. So, she opted to just bob her head up and down, her mouth making very lewd sucking noises with each upward and downward motion. Turquoise let out a primal growl from deep within, feeling his stallionhood getting attention from two mares.

Annie and Star took note of the sounds that they were making Turquoise emit, and decided to increase their efforts. Annie played with the tip in her mouth, lapping up the steady amount of pre that continued to seep out, Star decided to be bolder, stretching out her right wing and wrapping it around Turquoise’s shaft. She started to run her downy soft feathers up and down, jerking the stallion off with her soft, yet strong and powerful wing.

Turquoise hissed in pleasure at the new sensation, at the velvety softness of Star’s wings and the amazing tongue work of Anthea as she continued to suck off the head of his penis, not to mention Star’s attentiveness to his balls down below, he wasn’t even aware that pegasi could do that with their wings!

Star could feel the churning within his balls, watching the bulging veins engorge his dick more as he got closer to his climax. Annie could sense it too, she was very in tune with her coltfriend, and she only needed to hear the increased panting and the heat from his cock in her mouth to know he was close. She released his dick with a wet pop and looked down to Starburst.

“Star, help me finish up here.”

Star did as she was asked, never letting her wing release his member as she stood up to where Annie was. Star and Annie worked in tandem on the upper portion of Turquoise’s penis, one working on the head, while the other a licked and slurped around the few inches beneath it. Both mares traded places numerous times, going at Turquoise with two different blowjob styles at once.

“Guys…I’m about to cum!” Turquoise croaked.

“Time for the finisher, lay back a moment T.” Annie instructed

Turquoise didn’t argue as he plopped himself on his back onto the floor, his dick standing up high like the mast of a sailing ship.

“Star, remember how we scissored each other?”

“Y-Yeah.”

“Same thing here, but this time, with a little something extra!”

Starburst understood what Annie meant. The mare’s got into a scissoring position, entangling their hind legs and locking them into place. Annie and Star brought their marehoods close till they were pressed up against Turquoise’s stallionhood. Turquoise had to fight the urge to cum then and there, feeling both Annie’s and Star’s hot, wet pussies against his dick sent his mind into a haze of carnal lust. The two mares began sliding their hips up and down Turquoise’s penis, coating it in their combined juices. The two of them hugged each other close, putting the large dick between them and using their bodies to jerk Turquoise off more and more. Annie, having a few more inches on Star, was able to reach the head and started sucking him off at the same time.

At long last the dam broke and Turquoise roared out as his orgasm shot through his body. The member between both mares bulged more as the tip in Annie’s mouth released one large spurt after another, shooting load after load down her throat and into her stomach. Annie’s eyes bulged at how much cum her coltfriend was letting out, it wasn’t helping that Annie’s hips and Star’s were still humping his shaft, coaxing more out of him. Annie’s cheeks began to inflate, she didn’t want to let it go and waste his cum like that. Star seemed to catch onto Annie’s distress and stopped her ministrations to swap out with the blind mare. Annie let go of Turquoise’s penis, letting a couple of jets shoot out onto her chest and face before Star finally clamped her mouth around it and sucked down the rest, moaning in bliss, realizing how much she missed this taste.
After a minute, Turquoise finally came down from his climax and just lied there in the afterglow. Star felt the familiar fullness of having her stomach slosh around with thick cum, some of it had spilled out of her mouth during her blowjob and slithered down her stomach and over her marehood, making her shiver from the strange feeling, but her concern was more for Annie who had taken the brunt of it all. She worked to swallow what was left in her mouth, and once all gone, she gasped and panted.

“You okay Annie?” Turquoise asked with concern.

“I *cough* I’m fine, really! I just wasn’t expecting that much. But it tasted better than I thought, and I can’t get the smell out of my nose, I love it!”

She’s definitely a pervert, they thought at the same time.

“Well that was better than I expected,” said Starburst as she stretched out and lied on the floor.

“Don’t tell me you guys think we’re done yet?” Annie asked.

“Say what?” Turquoise asked.

“I still haven’t been stuffed, I didn’t go through the trouble of casting that birth control spell for nothing! I want you to ram that meat mountain of yours all the way into my pussy and fill me up! And that goes for you too Star!”

Now they were both confused.

“Uh, Annie, in case you forgot, I’m a mare. I don’t have a penis, so unless you invited another guy…you didn’t did you?!”

Annie scoffed. “Of course not! Why do that when I have a perfectly suitable candidate for one sitting right in front of me.”

“Okay, I know I can be a tomcolt, and not as girly as other mares, but that doesn’t mean –!”

Annie’s horn flashed as she fired a magical beam at Starburst. Her body was wrapped in light-green mana as she was levitated off the ground and into the air. Inside the glowing sphere, a change was happening. Star could feel her body getting bigger, more muscular, and somewhat heavier. After a minute and a half the sphere gently descended and disappeared, revealing Starburst…or what used to Starburst.

Turquoise’s eyes went wide was his jaw dropped, and Annie had a very pleased grin on her face.

“What’s everypony staring at?! Anthea what did you do – my voice!” Star cupped her hooves over her mouth, her tone was lower, but still pleasing to the ear. “WHAT DID YOU DO TO MY VOICE ANTHEA?!”

“Star, bigger question is: What did she do to your body,” said Turquoise.

My body?!

Star looked herself over, although she was wasn’t a she anymore. Her wings were broader than before, her body rippling with muscles that were more defined and toned. Her mane a little longer, and appeared rougher than it once was. Her fetlocks were more exposed, akin to her uncle Shining Armor or Red June. With dread, Starburst looked down between her legs and saw the very thing that confirmed what had happened to her.

“WHAT THE FUCK ANNIE, YOU TURNED ME INTO A STALLION?!!”

“Yep, how else were we going to have this threesome?”

“I don’t know, but not like this!”

“Oh, we should think of a name for your stallion-self. How about…Comet Burst?!”

“Uh…Annie, you’re uh, you’re not thinking of anything else strange involving that spell…*gulp* are you?” Turquoise asked with worry.

Starburst – or Comet Burst in this case – was feeling more dread now. Annie had already displayed a level of kinkiness and sexual desire that neither of them knew she had……Okay, maybe they did suspect she had this level of both, but they never thought she’d actually act on it. There were one of three possible scenarios that were about to be played out that Comet Burst could think of.

One: Annie gender-swaps herself and then turns T into a mare and has us both rut him senseless…*gulp*…not sure if I’d say no to that, wonder what he’d look like as a mare? Two: She wants to have Turquoise do me as a stallion while I do her! Three: She wants to have some kind of all stallion threesome…

Annie looked to Turquoise and smiled gently at him. “Don’t worry T, I’m NOT going to have Comet use his stallionhood on your tail hole, I know you’re not into that.”
Turquoise swiped his brow, at least he didn’t have to worry about that scenario, but there was still one other.

“And I’m not going to turn you into a mare. Thinking about it, but probably won’t, maybe.”

That was less than reassuring, thought Comet.

“You two are going to rut me at the same time. T’s going to pop my vaginal cheery, while Comet gets to pop my anal cherry!”

“Well that explains why she cleaned that part of herself as well,” whispered Star under her breath.

“Are you okay with that T?” Annie asked honestly.

The thought of sharing Annie in such a way with another stallion was a little hard for the dracony to fathom, but considering that it technically didn’t count since “Comet” was in actuality Starburst, it didn’t bother him as much.

“I-I guess I don’t mind, if uh, Star doesn’t.”

Annie looked to Comet expectantly. Star didn’t know about this, she was in unknown waters with having sex with another mare earlier, but this was a completely different ball game. Her stallion body was already reacting to the scents in the air, the smell of stallion and mare cum, of sweat and musk, all wafting within the library. Not to mention her own earlier arousal. All of it transferring into a new sensation between her legs. Normally she’d feel a trickle of her vaginal fluids start to leak out of her marehood or an increasing itch between her legs. Now though, she felt a growing mass down there, getting longer and harder, and throbbing liker her heart had moved into her dick.

The thought of using this thing between her legs, putting it inside Annie, this – objectively speaking – hot mare, feeling her writhe under her and skewer her with a part of herself and granting the both of them pleasure that only she could give her. It was an intoxicating thought, and then there was the difference in orgasms, she liked it when Turquoise came inside her, but would that mean the opposite would be true, would filling Annie with her hot seed feel as great as what Turquoise felt?
With an audible gulp, Comet nodded his head.

“Yes! Okay, this is how it’s going to work. T, lie on your back, and I’ll ride it. Comet, when I’ve got T all the way inside, I want you to carefully put yours into my tail hole, don’t just thrust into me. Gently push, got it?”

Both stallions nodded.

Turquoise got on his back again, his dick still hard and erect even after cumming so much earlier. Annie’s chest and part of her muzzle were matted from where the cum had dried, she didn’t care though, it only fueled her sexual drive. She slowly straddled Turquoise, backing up until her marehood touched the tip of Turquoise’s penis. She looked down to her coltfriend, who stared into her eyes lovingly. She placed her forelegs onto his broad chest and slowly pushed back, prompting Turquoise to push forward at the same time. It didn’t take much effort, the slick juices from Annie’s pussy made it easy for the head to slip past her labia and into her honey pot. Annie jerked her head back and gasped, mouth agape as she felt Turquoise slide more of his enormous cock into her dripping sex. Annie’s tongue lolled out of her mouth, every inch of her love tunnel was being filled and stretched out to accommodate her coltfriend’s hulking cock, and she was loving every minute of it.

Star had to admit, watching Annie impale herself onto Turquoise’s monster dick was very arousing. Especially the way her pussy lips parted and stretched to swallow more and more of it. Star could feel her stallion body reacting to this, her cock tingling and twitching with anticipation, knowing that when Annie was ready, she or rather he was going to thrust his/her dick into her tight plothole. Star gulped as her eyes wandered just a little ways up, seeing the puckered anus contract as if winking at Star to come and fill it. But she had to be patient, she couldn’t just walk right up and start shoving her cock without Annie being ready.

Damn, now I know why stallions can’t seem to get sex off the brain, kinda hard not to when you’re seeing something like this.

Turquoise stopped moving, hitting a wall inside Annie. He knew very well what this wall was, the entrance to his fillyfriend’s womb. Just like Star, if he pushed further he would enter her most special place, the deepest part of her. For Star it was pure bliss, and the sensation of being that far inside a mare was extremely erotic. But that was Star, and this is Annie, just because Starburst liked having his dick that deep inside her was no guarantee that Annie was the same.

Annie’s body was shaking, not from pain but pure unadulterated sexual bliss. Every heat season she dreamed of having Turquoise’s length inside her, to feel him deep within her, and now it was happening, she was finally having sex with the pony she loved, well, at least she was about to, but for some reason Turquoise stopped. Annie had to concentrate and collect her thoughts, otherwise it’d come out as gibberish in her current state of mind.

“W-Why did you sssstop?!” Annie asked desperately.

“If I go any further I’ll…well…”

“I…I know! I want you to! All the way, T!”

Turquoise reached up and held onto his fillyfriend and she in turn held onto him, with a quick thrust the stallion pushed past the barrier and found the head of his penis and a few inches of his length deep inside Annie’s womb. Annie arched her back and let out a loud yell from the jolt mixture of pain and pleasure that shot up her spine and into her skull, nearly knocking her out cold. She had to struggle to breathe, feeling Turquoise all the way inside and sending her into an orgasm, coating the stallion’s penis her slick marecum. Turquoise himself felt Annie’s vaginal walls squeeze tightly around him, threatening to wring his cock of its load, but he held fast, knowing that Annie wouldn’t want him to cum right away, he had stamina to spare and he was going to make damn sure his mare enjoyed every minute of it. Annie dared a glance over her shoulder, curious to see just how much of her coltfriend’s member had made it inside her, she was pleased to see that more than half was inside, and let out a sigh, thankful that she could get this much in and please the pony she loved.

Once down from the high, she laid on top of Turquoise, breathing heavily, enthralled with the full feeling inside her. She slowly rose up and looked back at Comet, who was redder than Mr. Big Macintosh. Her eyes were immediately drawn to Comet’s cock, smiling perversely as she saw that his wings weren’t the only things big on him. Comet’s penis wasn’t as long as Turquoise’s, probably half as long, but it certainly made up for it in girth. The thought of having both those large cocks inside her made Annie’s head spin, she could be torn apart by those things, ruined for any other stallion, her plothole and pussy mangled to only fit these two stallion’s monster dicks.

Oh thank you Celestia!

Annie lied back down on Turquoise’s chest, using her magic, she grabbed both of her flanks and parted them, displaying her puffy anus.

“C’mon Comet, your turn.”

Comet (Star) walked over slowly towards Annie, just taking in the view of the mare she had known since she was young prostrate herself in such a lewd and lascivious manner, inviting her to ravage her plothole while her coltfriend did the same to her marehood. Before Comet knew it he was already at the desired spot. He maneuvered his forelegs on either side of Annie and Turquoise, looking down to make sure he was going in the right spot. Comet lightly pushed forward but found himself missing the mark each time. Annie giggled, knowing that Star wouldn’t know exactly how to put it in.

“Let me help you.”

Annie’s aura wrapped around Comet’s member, making the mare turned stallion shiver with delight of the magic holding it, for some reason, it was also feeling somewhat slimy and wet. Comet looked down when he no longer felt the aura of magic and saw the tip resting against the hot entrance to her backdoor. His dick was covered in a viscous like substance, runny that it almost looked like what she and Annie released during the earlier orgasms.

“It’s a special lubing spell, to help you get in easier.” Annie explained.

It made sense, a pony’s anus wasn’t meant to secrete fluids that made it easier for penetration when it was supposed to be used as an exit for other things. With everything ready, Comet gently pushed his member into Annie’s forbidden place. Annie breathed steadily, knowing that she needed to remain relaxed if she was to have any chance of getting Star’s/Comet’s cock inside her, even with the assistance of the lube.

Comet could feel the heat radiating from the entrance of her anus, it was hot, but not so much that it wasn’t arousing. Comet gave one quick thrust and found his dick sliding right into Annie’s bowls. For the second time, Annie felt the same sensation as when Turquoise entered her, but it felt oh so different. It was strange having something other than a toy or a magical douche in there, having a fleshy, real, throbbing hot cock forcing her tight walls to open up, it was so unreal, and so good.

Turquoise watched all this play out on Annie’s face, seeing such a slutty look at having two stallion’s inside her, he strangely found this expression cute on her, because now she was able to indulge in her perverted side with two ponies she loved and trusted, two ponies who would care about her and not think her wrong or gross for such things.
Comet (Star) was treated to a new wave of bliss that he never thought possible. Star never understood why stallions or mares thought it was fun or exciting to do anal, it just seemed gross to her to have another pony’s thing in her ass. But now that she had plunged her own phallus deep to the hilt inside Annie’s tight and hot sphincter, she was starting to see the appeal. The kinkiness of it, the strange feeling of the anal canal as her dick was squeezed and released again and again inside Annie, she was starting to see the appeal, and if Annie’s reaction was any indication, it was good for her.

“A-Annie, is it okay to move now?” Turquoise asked.

“Uh-huh~” Annie confirmed dreamily.

With a light chuckle from both stallions, Turquoise took the first shot, drawing back his hips and giving Annie slow thrusts into her pussy, setting the tempo for Comet Burst to follow. The orange pegasus stallion followed the rhythm of Turquoise’s thrusts, waiting for the moment to start moving himself. Comet drew himself out slowly as Turquoise thrust in, and when Turquoise slid out Comet thrust back into her plothole. Slowly the two stallions built up a good timing of their thrusts so that one of them was fully inside Annie when the other pulled out.

Annie was blissed out of her mind, feeling full and yet vacant, only to be full and vacant again. She was being rutted by two stallions, in two different holes, and it wasn’t even a fantasy, it was real.

“Faster,” urged Annie.

Letting Turquoise set the tempo again, the dracony stallion rocked his hips back and forth, adopting short but fast thrusts into Annie. Comet found the tempo and proceeded to do the same, timing it so that the both of them were giving to her at the same time. Annie let out a lust filled moan, her mane having come undone of its braid and flowing over shoulders. Her brow was sweaty and her mane was a mess, and yet somehow she looked even sexier than she did when they all started. Annie didn’t hold back her voice, the soundproofing spell she had cast upon entering the library would ensure nopony heard them, freeing her to let her ecstasy filled moans to fill the confines of the library. Turquoise and Comet didn’t hold back either, grunting and growling as they thrust themselves into the mare between them.

“Oh my…! I…I can feel you both inside me! I can feel your cocks on either side of my insides, aaaahhaahaaaaa~! Both of you…” Turquoise and Comet looked to Annie. “Fuck me harder…! Pound me and use me like a cock sleeve!”

Turquoise and Comet looked to each other shrugging a bit, they didn’t want to deny Annie, plus they really, really, really wanted to just fuck at their own paces and enjoy themselves. Thankfully though, Annie was of a like mind, she wanted to be rutted in the same senseless manner as Star was three weeks ago, only doubled.

Taking their hint from Annie, Comet and Turquoise braced themselves as they began vigorously thrusting into Annie. The sounds of Comet’s balls slapping against Anne’s flanks, the wet “shlicking” noises of each thrust into the mare, and of course, the loud screams of bliss and euphoria that had completely overtaken the blind mare’s mind. Her senses all focused on the one sense that mattered, touch. Every hard thrust, every pull and plunge sent her nerve endings on fire with pleasure, eliminating all rational thought as she allowed herself to be ravaged by the two ponies she most cared about.

Comet and Turquoise were enraptured by Annie’s pussy and plothole, she was in the midst of having one orgasm after the other, her body milking both cocks inside her with wanton abandon, they didn’t know how much more they could take, but they believed they lasted long enough. Turquoise gave Annie five good, hard thrusts into her marehood as he hilted on the fifth and released a torrent of cum directly into her womb. Annie threw her head back and screamed in delight from having her womb filled with her coltfriend’s hot seed. More and more Turquoise came, noting that this orgasm was better than when he was with Starburst, possibly because he had always dreamed of this and now he was going to ride this orgasm and hers to the very end and dump as much of his load in her as his balls would allow.

At the same time Comet found his head in four long, hard thrusts and hilting himself in Annie’s anus. His own deluge of cum quickly escaped the head of his penis and quickly filled the canals of the anal cavity. Star was now welcomed to the grand sensation of what it felt like to ejaculate like a stallion into a mare, feeling the thick seed leave her stallionhood and fill up the tight hole. Star kept herself deep inside Annie as she continued to cum, and so too did Turquoise, not wanting to waste the blissful feeling of cumming inside Annie.

Annie’s eyes were threatening to roll into the back of her head when she felt her stomach bulge out and that neither stallion was done cumming inside her, keeping themselves wedged inside and leaving no way for the cum to escape her. Annie was in a slight panic seeing her belly grow in size, but mostly it was from having her backdoor filled to the brim and then some with cum, she feared that the spunk from Comet would work its way through her bowels and into her stomach and up her throat till she literally drowned in cum, but then there was Turquoise, filling her womb up and making it balloon out, threatening to burst.

Such embarrassingly awful ways to go, and yet, she didn’t mind it all, so long as this bliss, all of this lust filled her every thought, she didn’t mind at all! At long last both Comet and Turquoise’s orgasms ended, Comet lazily pulled his softening dick out of Annie, allowing a stream of thick white cum to pour out of her anus, almost turning it inside out. Turquoise, with what strength he had left, helped Annie off his softening cock and allowed the remnants of his climax stream out of her. Both her pussy and anus letting out dual rivers of cum over Turquoise’s cock, balls, and finally onto the floor into a pool.

All three ponies were panting hard, physically spent and very much enjoying their afterglow. Turquoise set Annie beside him, she was completely knocked out, but had the most satisfied grin on her face that Turquoise didn’t have the heart to wake her up. Comet made his way over to them, but stopped when he remembered that as much fun as this was, it was their moment, and he/she was a guest and needed to let them have their moment. Star/Comet was about to drag herself to the stairs when…

“Star?” Comet turned around and saw Turquoise looking at him with confusion. “Where are you going?”

“Oh…well, this is yours and Annie’s moment. I’m just a fifth wheel right now…so I’ll go upstairs and rest up there.”

Turquoise shook his head dismissively. “Not just mine and Annie’s moment, it’s yours too. C’mon.”

Comet watched as Turquoise patted the vacant spot on the other side of Annie. She couldn’t deny the big guy when he was giving her that sincere smile and kindness. With a sigh of defeat, Comet walked over to where Annie was and plopped himself gently beside her. She must’ve sensed her presence because Annie reached out and held onto Star’s foreleg.

“Hmmm…Starburst…”

Star’s heart raced with a strange feeling of love, but at the same time a sense of guilt. Why had she said her name and not –?

“Turquoise…?” Annie called out sleepily, groping with left hoof.

Turquoise smiled and draped his large dragon wing over Annie, covering her body. She released a content sigh as she nuzzled closer. Turquoise moved closer to Annie, feeling the slight tension in her body ebb away from the closeness of her coltfriend, and now also her best friend, at her side.

That morning found the three ponies feeling all kinds of sore and tired, especially Annie. She could barely stand on her hind legs, or sit down properly. Finally she just gave up and decided to just lie down on the couch near the fireplace. Turquoise and Starburst went to work cleaning up the, ahem, remnants of their night romp. None of them were prepared for the strong odor that awaited them, a mixture of sweat, sex, and other bodily fluids that permeated the air and made Starburst panic. Worried that if her mother or any of their friends walked in here and took one whiff they’d immediately start asking why it smelt like that. Annie used her magic from the couch to help in getting rid of the odor, using an air cleansing spell to get rid of, the way Annie put it, the “stank”.

“Ahhhhh~ that was a fun night,” said Annie blissfully.

“Despite having been turned into a stallion – against my will – and having my sexual orientation reevaluated…Yeah, it kinda was.” Star admitted with a blushing face.

“T, did you enjoy yourself?” Annie asked with happy-go-lucky smile.

“Y-Yeah, it was great! I mean, I wasn’t expecting any of that, really, but it was all good,” said Turquoise.

“But seriously you guys, you really did a number on me, I don’t think I’ll be able to walk for at least a few days!”

“Okay now you’re exaggerating.” Star deadpanned.

“You had T’s cock stuffed in your tight pussy, so you know what I’m talking about. Plus, I had two inside me, two!”

“And whose fault is that Miss Closet-Sex-Addict?”

“I am not a ‘sex addict’, I’m horny, there’s a BIG difference.”

“Uh-huh,” said Star unconvinced.

“C’mon you guys, let’s just all admit we’re all a little more perverted than we first thought. It’s not like it’s unnatural right? We’re teenagers after all,” said Turquoise trying to end the argument.

Starburst shrugged, honestly, to her, being a teenager had no bearing on this. She let herself indulge in her sexual urges again, but unlike last time she had no excuse, she barely had an excuse then. This was pure, unquestionable, lust, and she liked every minute of it. All her time training and disciplining her mind and body to be a Royal Guard, to control her baser impulses, had just gone out the window in, not one, but two nights.

“How can I be a Royal Guard when I can’t even control my own sex drive…?”

Turquoise and Annie both looked at Starburst with sympathy. “Hey Star, you don’t have to go blaming yourself. It’s normal to let yourself go once and a while. Maybe because you’ve been so concentrated on your training that you, well, neglected your other marely needs. And these last couple of times was your mind and body’s way of allowing you to vent all that sexual frustration,” explained Turquoise.

Starburst let that information sink in. True, she did put her Royal Guard training before much else unless it was important. She did occasionally clop, but it was hardly enough, just a quickie and she was back to her work. However, her estrus, and even last night, both times allowed her for the first time to indulge in her carnal desires, without fear and without shame. And really, there were no better two ponies to help her out of such a rut. Starburst turned to the couple and smiled at them.

“Thanks you guys, really. I guess you’re right, maybe I was pent up and needed an outlet that I felt safe enough to…cut loose like you guys keep asking me too.”

Annie nodded. “Well, we’re happy to help. And, if you want, we could always make this a thing? The three of us getting together and having another kinky threesome? What do you think?”

Turquoise and Starburst had sheepish grins on their faces.

“Annie, I think maybe we should talk that out more before we say yes or no.” Turquoise suggested.

“Well you two better think fast, after a few months we might not be able to have sex.”

“Excuse me?”

“Well we’ll get too big to have sex, plus with his monster cock, I don’t want him hurting the foals.”

The entire room was silent.

“Y-You’re kidding, right Annie?” Turquoise asked.

“Nope.”

“B-But you cast that spell to keep us from getting pregnant! And besides, Turquoise never fucked me!”

“Did you forget when you sucked him off? Some of his cum dribbled down your stomach and over your marehood. Sex-Ed Star, sometimes that’s enough to get a mare pregnant, even if just a little bit of it slipped in.”

Starburst just sat there, eye twitching as her mind shattered at that moment. There was a loud thud behind her, indicating that Turquoise had just passed out from hearing all this.

“I’m…I’m going to be a mother…I’m going to have a foal with Turquoise…”

“Oh, and just FYI, while you were a stallion you were fertile. So who knows, I might be having your baby Star.”

That might as well have been knockout blow, because Star was out cold on the floor along with Turquoise.

Convincing them I was lying probably won’t be easy, but after a month or three they’ll figure it out. That’ll teach you two to have sex without me!