Author's Notes:

Warning:
This is a chapter full of clop! It contains magical dildos, teats-play, lactating, hornjobs, hornfucking, anal, wingsex and cum inflation.
Now, have fun!

I woke up greeted by darkness. Blinking and shifting, I noticed that there was something soft draped over me, and there were soft feathers brushing over my muzzle. It took me a moment to realize what it was.

Rainbow can be so sweet sometimes.

It wasn’t my intention to wake her up, but remembering last night, or early this morning as the case may be, I knew that she had tickets for a movie and that she wouldn’t want to oversleep.

“Rainbow…” I whispered softly, but received no response.

I knew her weakness, and I had no qualms about using it, “Rainbow, wake up,” I cooed softly as I kissed her feathers, nibbling at them one at a time.

The wing shifted gently, as did the mare at my side. Before I could go for another try, the wing pulled up and bathed me in sunlight. Blinking against it, I noticed the smiling, beautiful cyan mare lying next to me.

“Hey, beautiful,” I whispered.

“Hey to you too,” she smirked.

“How late is it?” I asked, still fighting a losing battle against the light invading the room.

“Around noon. Don’t worry, the movie isn’t until the evening. And besides, Vinyl would’ve woken us up anyway.”

“So… you’re saying I have you all to myself until then?”

“You’re already up for that again?” Rainbow giggled at me.

“You’re not?” I asked, my hoof running up her stomach in a playful tease of a touch.

“I remember a pretty tired mare this morning that didn’t even bother asking for sex. Sure you don’t have a hangover?”

“Oh shush, you. Need I remind you who ate you out at the club?” I replied, fluttering my eyelashes at her.

“I could use a second round,” she replied.

“They can hear us…” I nodded towards the wall.

“They were bucking for the whole night, Firefly,” Rainbow replied dryly, “I can still hear them going at it right now.”

“What?!” I asked, earning a laugh from her.

“Yeah! Be quiet and listen; you’ll hear them.”

When I closed my eyes, I realized that Rainbow was right on more than one account. The first thing I noticed was that I did indeed have a hangover. It was small though, so I could ignore it. The second was the rhythmic soft pounding that was coming from across the apartment. I opened my eyes with a blush on my face, “You’re right.”

“Of course I am. I was able to hear Octavia squealing for half of the night,” Rainbow replied with a grin.

“Hmm… you think they’re trying to show us up or something?” My hoof started running a little closer to the fun parts of her body.

“I don’t know. Maybe we can join them?” Rainbow asked bluntly.

My hoof froze half-way, “W-what?”

“You know, go in, play it cool, say we heard some strange noises, then when they seem really embarrassed, pounce on them like one of Ahuizotl’s cats on Daring Do.”

“I don’t think that Octavia would appreciate that,” I said dryly, “No need to cause trouble, Rainbow.”

“You are such a chicken sometimes, Firefly,” she stood up before I could grab her and then left the room.

“Rainbow? Wait! Oh buck…” I rose and flew after her, but as soon as I made it to the hall, I realized that I was too late.

“Hey guys, is everything alright? We heard strange noises,” Rainbow said, the door to Vinyl’s room already opened.

Oh buck, why can’t she behave just one time.

There’s a problem with flying in a small, tight space. Once you get up to speed, it’s hard to come to a quick stop. In my rush to stop Rainbow, I had no choice but to fly after her. Needless to say, physics can be a bitch sometimes.

I plowed right into Rainbow, who herself was standing at their open doorway. The result was that we both crashed into Vinyl’s bedroom. The sight that greeted me was disturbing to say the least.

Vinyl was laying on her stomach between Octavia’s spread hind legs, wide-eyed and looking at us. With the fluids dripping from her horn, I didn’t need three guesses at what they had been up to.

“Wow,” Rainbow said with a smile.

To my surprise, Octavia didn’t freak out. She just stared at us while Vinyl tried to collect her thoughts. The question that followed made my jaw hit the floor.

“Wanna share?” Vinyl asked bluntly, licking some of the dripping juices up.

I saw Rainbow stand up and walk over to them. Octavia started to blush heavily, but Rainbow’s attention wasn’t on her right now. She walked over to the white unicorn and in one lick, ran her tongue from the base of Vinyl’s horn all the way to the tip.

As I took the whole scene in, the love of my life with my old love… something seriously snapped in me. Without thinking, I turned and rushed out of Vinyl’s bedroom, through the hall and back into Octavia’s, where we had spent the night. The door slammed shut behind me.

She… she was just about to buck Vi…

I knew that she just wanted to do it for fun, but my heart wasn’t up for any logic. It hurt, a lot. I threw myself onto the bed and started to cry. Seeing Rainbow doing such a thing to my… Well, ex-marefriend isn’t right, but it still hurt.

“Spits! C’mon, don’t be like that!” suddenly Rainbow shouted from the other side of the door, “You know that it was just for fun!”

That only made my anger and pain rise, “You just don’t bucking understand! Leave me alone!” I cried, not sure if I wanted to deal with her at that moment.

“Please, let’s talk about it!” I could hear that Rainbow was about to cry too, but I didn’t care.

I never gave her an answer, instead I just silently sobbed into the pillow.

Do I still have feelings for Vi? Or is it just that I don’t want to see Rainbow doing it with her because of what happened in the past?

I had no answer, so I kept lying on my stomach until I heard the door crack open, “Rainbow, I said leave me alone!” I yelled and turned around, surprised to see that it was Octavia, “Octavia?”

She smiled before approaching me, sitting down on the side of the bed, “I understand how you feel,” she said simply.

“You can?” I blinked tears away before snorting, “Of course you can.”

“I know everything that happened between Vi and you. In fact, the idea with the horn was originally yours. I think I wouldn’t act any different if that was your tongue on her horn, but it’s in the past,” she slowly hugged me, “We both have wonderful mares in our lives now; is it worth ruining it because of some silly, old feelings?”

It isn’t.

“I don’t know…” I said, ignoring my mind.

Octavia sighed, “You’re as stubborn as Vi,” she said as she moved closer to my muzzle.

What she did next surprised me and caused my eyes to widen. She closed the gap and kissed me, really kissed me, directly on my lips. She stayed like that, and I had to admit that it felt good, but it wasn’t Rainbow. The feeling was warming and it felt good, but it was not the overwhelming sensation that I got from kissing Rainbow. As she pulled back, she looked at me.

“How did that feel?” she asked.

I knew where she was heading, “It felt good, but it wasn’t the same as when I’m with Rainbow,” I said honestly.

“And you think it would be different if we four had sex?” Octavia asked, cocking her head slightly.

“No…” I said, eyes widening again.

“Then why don’t you come back with me, and we’ll have a little… fun?” she winked at me before getting up and heading to the door, her hips swinging slightly.

“What happened to the shy and proper mare Vi told me about?” I asked jokingly as I rose and followed her.

“Let’s just say that one gets stuffed into the closet once the fun starts,” she smirked, a lustful glimmer in her eyes.

As she opened the door, Rainbow fell into the room. It was obvious she had been leaning on the door, crying. She looked at Octavia, then at me before sobbing once more, “I’m sorry!” she managed to speak.

Before she could react, I leaned down and kissed her. That was the right feeling, the typical sensation burning through my body and my heart as I slowly pushed my tongue into her muzzle. Hesitantly at first, Rainbow quickly grew into the kiss and pushed back, enjoying it like I did.

Too soon we had to break for air and she looked at me with a tear in her eye, “I’m sorry, that was dumb of me,” Rainbow whispered.

I simply pulled her up with me and drew my wing over her, slowly walking to Vinyl’s bedroom again. The unicorn was simply lying there when we entered, save for a wide eyed look that she gave us as we walked in.

“You okay?” she asked me, worry in her voice.

“I’m sorry I freaked out. I wasn’t really thinking, but Octavia opened my eyes,” I focused on Vinyl, “Vi, you will always have a place in my heart. Rainbow is my marefriend, and I love her more than I could ever describe. Even more than I loved you. But as she was… you know... licking your horn, and enjoying it… I just snapped. Octavia made it clear that I’m still with Rainbow, no matter what she or I are doing for ‘fun’ as long as the other accepts it. Oh, and sorry, but I kissed Octavia to find that out,” I said.

Vinyl bursted out in laughter, “I guess that’s okay if you don’t mind how many times I basically ate your tongue.”

I focused on Rainbow again, “I know you wanna do this. So, I say alright, let’s go for it.”

Before I could say anything else, Rainbow leaped at me and pinned me down, “You silly mare! I love you, and only you! What I did was for fun, I’d never betray you!” she shouted before kissing me passionately.

The kiss drew on and on, and soon my hooves began to run small circles on her flanks, caressing her cutie marks. Out of the corner of my eye, I was able to see Octavia giving Vinyl a questioning look, and receiving a nod in return. I had no idea what she was doing as she leaned closer to my sides, gently nibbling at my feathers, causing me to gasp.

Her touch wasn’t experienced, but it was pleasing nonetheless. And what she was missing at skill she definitely made up for in enthusiasm. Her muzzle slowly ran through my primaries as she tried to do what she could.

“Use your tongue on the big primaries,” I said after a short break from the kiss. My break doesn’t last long as Rainbow caught my muzzle once again.

I didn’t know if she had heard me, at least not until I felt a new, soft and wet feeling shuffling through my primaries. Blinking sideways, I caught her using her tongue to softly lick between and over the large feathers, causing my wing to twitch.

All this happened while Vinyl watched us, licking her lips in anticipation. I knew she wanted to join, but she had no idea where to start. After what seemed like an eternity, she slowly walked up to Octavia and leaned down behind her. The yelp that came from Octavia made me smile, and I immediately knew what Vinyl was doing.

Just before I figured out what was happening, Rainbow drew my attention back to her by lifting her hind leg slightly, brushing it between my legs. She winked, our kiss still drawing on. While Octavia was at my wing, the pleasure that counted was the one I got from Rainbow. It overwhelmed me far more than the rest.

My senses were overwhelmed with the touching from Rainbow. I could feel her hind leg press between my legs, the heat from her coat pressing down on my own, and even her lips touching my own. All of that added together to block out the rest of the world. I had no idea if Octavia went back to my wing or just gave into Vinyl’s ministrations. I didn’t really care either.

When Rainbow’s leg started pressing against my nethers, I couldn’t help myself. My mouth let out a moan of pleasure directly into her’s. The small opening was all she needed. Seizing upon the opportunity, Rainbow’s tongue made its way into my mouth, easily overpowering my own as she took liberties, running her tongue over every spot in my mouth that she could reach.

My hoof made its way to the back of her head and pressed her closer to my own. She welcomed it and pressed herself that much harder against me. Her hind leg started moving even harder against my sex, grinding itself against me up and down, up and down.

It wasn’t long before we heard loud squealing to our side, and as we took a look, we saw Vinyl with her head already deeply buried between Octavia’s hind legs. Grinning, we went back to our own ‘party’, enjoying each other passionately.

Rainbow surprised me, I thought she was going in for another kiss, but at the last moment she banked sharply right and started to plant kisses along my muzzle. Upon this realization, I moved my head to the right, offering her better access to the side of my head and neck. She took it without complaint, leaving small wet spots all along my head and down my neck. Wet spots that no doubt matched the one forming on her hind leg.

“Owwww…..” The cry escaped me when she bit down upon my neck, her teeth sunk into my skin through the fur. It was painful, but it didn’t feel like pain, not really. The kisses before it, the constant grinding up and down my slit, and then the bite. It all added up to something more than pain, more than pleasure even. I knew she just left me a nice sized hickey, one I’d have for a week, if not more, but I didn’t care.

She marked me, she left something on my skin that identified me as hers, almost as if to say I’m her property. The thought sent my sex into overdrive. I was marked by her, and I loved it. I loved everything about it, and I loved being hers.

She licked the sore spot with slow, deliberate movements. It was like a cooling salve over a bad burn. At once, it cemented the mark and showed her tenderness, the side she only showed to me. Her licks slowly trailed downwards, drawing pleasurable shapes over my chest, leaving a wet trail on it.

I was torn. I loved the feeling of her licks and kisses on my chest, but it meant that her leg stopped grinding on me. I immediately lamented the loss of the pressure on my slit. Without it I felt like a large pressure was building up in me, seeking the release that her leg had once brought.

It only grew more with her tongue work. She didn’t let up, almost like it was her mission to kiss every inch of my stomach. I wanted her to, Celestia knows I wanted her to. Alas, Rainbow is many things, but patient is not on the list.

That was once more confirmed as she quickly went over my belly and further, her tongue brushing over my clit. The squeal I let out was nearly on the same pinch as Octavia’s, but I quickly grabbed hold of it and pulled it back, something that was made harder once Rainbow reached my labia and started to nibble on it.

My body betrayed me as I lost it, I just lost all control right then and there. I felt my back arch up, my head shot back and the remainder of that squeal passed my lips. My back hooves wrapped around Rainbow’s head and pulled her closer to me, an action that caused her to stop all together.

I was so close, so very, very close and she just stopped. Looking up, I saw her staring at me, that same cocky grin on her face that I’ve quickly developed a love/hate relationship with.

She answered my question before it even left my lips, “What, you think I’d let you get off that easily?”

I was about to complain, to tell her that she owes me when I felt a feather run across my clit. I was so close, so bucking close. This new action sent a jolt of pleasure up my body and to my brain. One more, that’s all I needed, just one bucking more.

Her lips closed around mine once again, I was both welcoming of it and mad that she brought me so close only to start over again. When she pulled her head back, she pressed her forehead against mine, smiling at me with that Celestia damned smile of hers. I was forced to stare into her magenta eyes as they peered into my own.

“This is a party after all,” She said with a grin. As if that were some hidden signal, I felt a tongue lick lightly on my inner right thigh. Rainbow moved up and sat on my chest, not letting me see who else was down there. She smiled at me as she saw the twin looks of pleasure and confusion in my eyes.

Fine, if she want’s to play this game, two can play.

Grabbing her flanks with my forehooves I pulled her closer to my head. Before long, her own slit was directly in front of my face. With a grin, I licked out with my tongue, running it directly between her labia.

It was her turn to moan, I could’ve tell without looking that she wasn’t expecting it, but I didn’t let up. I could still feel that lower tongue working closer and closer to my own slit, but I paid it no mind. My world was the mare in my mouth, the one I wanted to make cum before I did.

My thoughts were interrupted by a new feeling. The tongue left, only to be replaced with something round and pointy with grooves on it. I knew almost immediately what it was and who was playing between my hind legs. And I knew she was about to hornfuck me.

As I heard Vinyl moaning slightly and the feeling increase, I looked up to Rainbow, pausing in my ministrations, “And you are definitely okay with it?”

“Yep,” she said huskily, “Besides, I kinda wanna try it later, if you’ll let me?”

“No problem with that,” I replied and glanced to my side, focusing on Octavia, “And I’m going to show an earth pony the advantages of wings in sex.”

Octavia grinned and slowly shifted closer, sitting down at my side. Before I could react, she leaned down again and her lips met mine. Despite the kiss earlier, this time I leaned in for a bit, gently nibbling at her lips. As she pulled back, she glanced over my unfolded wings on the ground.

“I think I would like that,” she said, with no small amount of lust in her voice. The mare leaned back on her front legs and started to spread her hind legs for me. Despite the sex right next to my muzzle, I couldn’t help but look at hers. Octavia’s slit had a spit shine on it, no doubt a leftover gift from Vinyl. With a grin, I stretched my right wing and started running the tip along the mare’s slit, moving it up and down.

It was an action that became quite difficult when I felt Vinyl start to enter me. It started off almost like a pinch as her horn forced its tip into my very wet, and very hungry sex. Then that disappeared as my pussy made room for her. The more she entered, the more I expanded, and the more of her I wanted.

My ministrations on Octavia didn’t stand a chance. I simply could not keep it up, not with Vinyl’s horn making entry. Rainbow saw this and started to flex her own wing, taking over where mine left off. As a way of saying thank you, I went back to enjoying the lovely meal that was right in front of my face.

Vinyl in the meantime went deeper, and I already felt the familiar heat inside me. Her horn was charging her energy while being plunged into my sex, ready to release its load sooner or later. I had nearly forgotten how it felt, but now all the memories from the passion I shared with Vinyl in the past came up. They were good memories, but they weren’t nearly as strong as the ones I shared with Rainbow.

When I heard her cry out in pleasure, I knew that Rainbow felt the same. There was no more looking around, I attacked Rainbow’s snatch like a starving pony that was looking at their last meal. My tongue fought for entry up her wet, welcoming hole.

Rainbow pushed back, grinding herself against my muzzle as she sought her own release. I could tell she was too far gone for rational thought now, she wanted this, she needed this, and I was more than happy to be the one to give it to her.

Of course, my own release was quickly approaching. I felt Vinyl’s head press against my nethers as soon as she was fully inside of me. Her horn was energized with her magic, becoming warm inside of me.

My body didn’t want to let her go, I squeezed against her horn, holding it as tightly as I could. Even still, she pulled back, leaving me with an empty sensation that simply left me wanting, needing to be filled yet again. That sensation went away as soon as she pushed back in. After the third insertion, she found her rhythm. The mare pushed in and pulled out faster and faster. It left me in a constant state of being filled and left wanting that competed with each other for dominance.

Somehow, Rainbow managed to keep up her wing work on Octavia. I could hear the mare release quite moans from my right ear, no doubt she was trying to hold back.

Fat chance.

I’d been on the receiving end of Rainbow’s wing-work before. She was an expert with those things, in flight or on the ground.

“I love you, Spits.”

The words send me over the edge. Somehow Rainbow managed to speak even through my tongue work. I reached my head back and screamed out as Vinyl buried herself in my snatch one more time. I clamped around her horn, almost like I was trying to milk it for everything it was worth. Soon enough, I felt the familiar feeling of her magic filling me, flooding into me while it assaulted every nerve ending I had with tiny jolts of pleasure.

All the while, I screamed Rainbow’s name again and again. My back arched, my wings shot out to my side, no doubt hitting Octavia when they did so. I lost myself to the pleasure, to the horn that was conditioned to fuck me, to the mare that was still grinding herself against my muzzle. Celestia help me, I loved it. I loved all the attention, and I loved Rainbow.

Before my own ogasm subsided, I felt a splash a liquid hit my face as Rainbow got herself off on my face. It was both welcomed and a relief. I felt sweaty, sticky, and yet I wouldn’t change a thing.

Sometime during my orgasm, Vinyl crawled over to Octavia and picked up where Rainbow’s wing left off. The refined mare soon had her head back and was screaming Vinyl’s name out in her passion. That made me smile. We’d each found somepony that we loved, that we truly loved. You can hide a lot, but in the heat of passion your true feelings are revealed.

My musings were interrupted by a tongue licking across my muzzle. When I looked back up, I was greeted by the beautiful magenta eyes staring at me as Rainbow licked my muzzle clean of her juices. I trapped her mouth with my own as I forced my back up off the floor. The action surprised her, but she was quick to adjust, like always.

When we broke apart, she looked at me with a smile, “So, did you like it?”

“It was amazing, almost as amazing as you.”

My words earned me another grin from the mare. I knew how much she loved to hear how awesome she was, and nothing got to her like confirming that fact. As we looked into each other’s eyes less than a hoof away from each other, we both got the same idea. Turning as one, we both looked at the other two mares in the room and smiled a devilish smile.

It was time to return the hospitality. Before our company could react, Rainbow leapt at Vinyl and I quickly grabbed Octavia in my wings, placing her on the soft bed. As my wings brushed over her coat, I couldn’t help but notice just how different she was. While Rainbow had a strong touch, with well toned muscles and a shaped flank, Octavia was soft, her fur smooth like silk. It was different, but not unpleasant.

I owed her, I owed her for getting me to see the difference between love and sex, for getting me out of the room and to all of this. It was a debt I intended to return with gusto. All four of us were more than ready for what was to come, Octavia and I were no different. I crawled up next to her, then, in one steady lick, left a trail from directly between her hind legs all the way to her mouth.

She tasted so different than Rainbow in so many ways. It wasn’t better, just different. Almost like a fine aged wine without the alcohol. When our lips met, she took me with a smile. I was surprised though, it was her tongue that instigated our mouth battle. Without warning, she forced her way into my mouth, taking what she wanted from me.

I never expected her to be so dominant, I don’t know if she was just that way with me, or if she was the same with Vinyl. I suspect the latter, that it was actually her that lead the way in the bedroom.

After all, what do they always say about the quiet ones?

My suspicions were confirmed when she rolled us both over. It was easy to forget the strength of earth ponies at times. Even a mare like Octavia, that looked so delicate and refined, could surprise you if you weren’t prepared for it. I was not.

“Did you think I’d just let you have your way?” Octavia purred with a grin on her face.

“You weren’t joking when you said that your ‘proper’ personality gets stuffed into the closet during sex,” I replied with a smirk.

“Let’s say Vi helped me to let go in certain situations. This is one of them,” and with that, she pinned me down completely, taking small tastes and nibbles at my ear, then down my neck.

I recognized the attitude, normally borne by an uppity new recruit that thought they had all the skills to pay the pills. I smirked as I realized that this was just a different take on that. You don’t become Captain of the Wonderbolts without learning how to put such ponies in their place.

My wings wraped around, and using one feather, I gently brushed it against her slit. I didn’t need to see it, I could feel it. I felt her wetness through the sensations in the tip of my feather. I felt her gasp at the sudden contact. She tried to play it off, but when my other wing wrapped around to join the other one, it was too much for her to ignore.

“And you thought I would just deal with it? Maybe I should remind you that I got enough training from Vi in the past, and even more from Rainbow,” I said with a smirk.

Octavia winced as the brushing turned into soft stroking, my feathers lightly dragging over her clit. Vinyl might have taught her a few things, but she was still no match for me. I pulled her close to me, reaching my muzzle up to her neck before I bit down. Her eyes widened and her muzzle opened to let out a deep moan.

She smelled and tasted so much different than Vinyl or Rainbow. She smelled like flowers in a wide field, sweet and fresh, and she tasted even better. It wasn’t the overwhelming taste that drove me crazy like Rainbow’s, but it was enough to want me to taste more. My tongue slowly slipped over the light mark, suffocating the pain.

Next to the bed, I spotted Rainbow pinning Vinyl down, her wing was sunk deep into the white unicorn, who was moaning furiously. The sight was so hot that I couldn’t resist. Still nibbling and biting at Octavia’s neck, I flexed my wing and slowly rubbed it between her labia before pushing in. She gasped and tensed in my grip before letting out louder moans.

Octavia’s inner walls clamped down on my wing, allowing my feathers to stimulate her even more. The grey mare in my grip moaned furiously, seemingly enjoying everything. All the while, I could see Rainbow increasing her pace by a good amount. Vinyl’s tongue was already rolling out, a clear indicator that she had given up the fight.

I looked lustfully at the grey mare, and she blinked back. She was right, and had helped me with it, making me enjoy this. And I wanted to thank her for that. Smiling, I leaned forwards and kissed her, feeling her quickly leaning in. Again, it wasn’t that passionately as with Rainbow, but that wasn’t my plan.

As soon as my muzzle locked onto hers, I spread my feathers and pumped them into Octavia’s wet snatch as deep as I could. She screamed into the kiss, her hips bucking against my wing in a desperate attempt to get it even deeper. It was to no use, my wingtip already knocked at her cervix, refusing to go deeper.

She seemed a bit disappointed, but her quick bucking against my wing’s movements told me that she loved it nonetheless. Pushing my wing more quickly, she soon grabbed at me with all her might, performing a last, powerful buck before screaming in orgasmic bliss.

However, I didn’t let her off that easily. While it would have been fun to simply let her ride out her orgasm, that’s the difference between stallions and mares; mares can go a lot longer. With one hoof, I viciously started to rub against her over-stimulated clit, invigorating her into even further heights of pleasure.

A squeal to my side made me turn my head, and the sight brought a smirk to my muzzle. Rainbow was wingfucking Vinyl so fast, I wasn’t able to follow it any more. What surprised me the most however, was that Rainbow’s mouth was locked onto Vinyl’s teats, sucking desperately at them. They both seemed to enjoy themselves, and I turned my attention back to the squealing bunch of grey fur in front of me, smirking.

Coming down from a half-minute long orgasm, Octavia looked wide-eyed to the others before turning back to me, “Wait, you don’t…”

She wasn’t getting much further as I leaned down, licking lovingly around her teats. Gasping in surprise, she quickly grabbed a hold of my head and kept me in position, seemingly enjoying my licks. I took it as all the invitation I needed and began to suck on her teats. Hard.

Out of the corner of my eye, I caught a worried expression from Vinyl. I had no idea why she was worried, that is until the grey mare below me started to buck and kick under my ministrations. She held my head even tighter, refusing to let me up.

“OH, BUCK, YES!” Octavia screamed obscenities into the air as I kept up. I was worried, but there wasn’t much I could do at that moment. Besides, beyond the minor case of whiplash it was giving me, I enjoyed it, too.

I felt her arch her back and heard a large spray of liquid. Looking over at her nethers, I saw her cumming harder than ever before. At least of the ones I knew of, anyway. She was easily spraying a cup’s worth of cum into the air at my suckling.

Just when I thought it would never end, she fell back to the ground, her body falling limp under me. I looked up, confusion written on my face as I saw a look of pure joy and ecstasy written on hers.

She wasn’t out, but she was spent to say the least.

“She has highly… sensitive… nipples!” Vinyl managed to get out under her own ministrations.

I looked back down and smiled. I never would have guessed. I could only imagine what she’d be like if she ever had her own foal.

“Just… get… her some water, she’ll…. be alright in five.”

I grinned and made my way to the kitchen. Grabbing a quick glass, I took a drink myself and then refilled it for Octavia. Judging by the sounds coming from the other room, we were nowhere near done yet.

Coming back into the room, I saw that I was right. While I was gone, Rainbow had moved down between Vinyl’s hind legs. She was licking at her slit with reckless abandon, all the while using both her wings to spread Vi open.

I could tell she was jealous of what I had accomplished, and wanted to catch up as quickly as possible. For Vinyl’s part, it looked like she was on cloud nine. Her head was arched back and her tongue was practically touching the floor.

Shame to waste it. I thought with a smile.

I placed the glass of water at Octavia’s side and slowly made my way to Vi’s head. With a small lick to her horn, I announced my presence, something that caused both Vi and Rainbow to take notice.

As Rainbow looked at me dejected, I simply smiled, “We are a team, Rainbow,” I said with a wink. She shot me a devious grin and went back to work.

My lick was soon followed up by a few more. Vinyl looked at me with the glare of a mare that simply wanted more, and more was exactly what I was going to give her. I ran the tip of my tongue over the ridges of her horn lightly. The tastes were a smorgasbord of flavors, some of which I knew were my own. That made me smile as I lightly took the tip of her horn between my lips, soaking it in my salvia.

There was a slight magical discharge as she almost came right then. However, I knew Vi better than that. I started off small, gently taking a half inch of her horn into my mouth, running my tongue along it, savoring each and every ridge before going just that much further down.

My actions, combined with the actions of my marefriend, were driving the unicorn wild. The little discharges of her horn were my reward, they were slightly coppery in taste, but they hit spots I wasn't even aware could feel good. When I was about half way down, I looked at Rainbow and smiled. She saw it and responded in kind, giving me two winks of an eyebrow to let me know that she understood. It was time to finish off the mare.

I pulled almost all the way back to the tip of her horn. It wasn’t my first time with an object of this nature, so I knew what I was doing. With a quick swallow, I opened the back of my throat and dove back down, taking her entire horn in my mouth in one quick motion.

I don’t know what Rainbow did, but I’d been with her long enough to know that she had her own tricks up her hoof. As soon as my lips touched the top of Vinyl’s head, the mare arched her back and screamed in delight as her orgasm rocked her world.

A large amount of magical discharge went right down my throat, making me swallow rapidly as to not miss any of it. It felt good, better than good actually. I felt recharged, refreshed, and horny as fuck.

Fortunately, with a marefriend like Rainbow, none of those three things were an issue.

When Vinyl’s hips fell to the ground, Rainbow already glared lustfully at me. She got up and walked up to the bed, where Octavia was… missing. I was confused at first, but as soon as my marefriend swished her wing and swung her flank, that confusion was over. With a growl, I leapt at Rainbow, pinning her down at the bed.

Being on top, I planted kisses around her muzzle, making her coo in delight. Wasting no more time, I went down over her chest and stomach to her teats, giving them a quick lick before heading to her main prize. Before she could react, my tongue lapped at her dripping wet snatch, electing moans out of her muzzle.

That was until Octavia returned, “Vi? Can I use it on her?” she asked, causing me to perk up.

“S-sure… let me just… refill it,” Vinyl panted.

Looking behind me, I caught Octavia standing with a strapon that was glowing slightly in Vinyl’s aura. It was big. Bigger than most stallion’s members, and it was throbbing. I raised my eyebrow questioningly, causing Octavia to giggle.

“It’s a magic dildo. It kind of lives through magic, and it can even cum.”

Unsure, I looked back at Rainbow, who gave me a smile and a nod. With the approval to go further, I purred at Octavia while diving back into my marefriend. But not without swishing my tail out of the way.

It wasn’t long before the bed shifted with the new weight behind me, and then I felt her on me. She raised herself up behind me, softly rubbing her hooves around my back. Of course, I had some toys of my own, but I also knew that this would be completely different. And I wasn’t wrong.

“Consider this… payment for that little stunt earlier,” Octavia whispered seductively into my ear as she rubbed the tip of the strapon between my flanks. I shivered as I felt it, the large head of the member started at my clit and ran along until it reach the base of my tail’s dock. Part of me was worried that she might stick it in the other hole. That ‘that’ giant monster might soon be up my ass. But each time it ran across my anus, it didn’t go in, it just kept going up and down, up and down, until, at last, it found the hole it wanted to be in.

I did my best to keep up my tongue work as my lower lips spread to accommodate the huge dildo. My best was nowhere near enough. Each second felt like I was being split that much further open, like she would soon cut me in two with the massive size. I kept thinking that it couldn’t possibly be any bigger, and each time that thought entered my head, was proven wrong.

Just when I was about to cry out for her to stop, I felt it slip in, the head of the monster was now inside me. Rainbow seemed to notice this change as she rolled over, got up, and kissed me. Somehow, her smile gave me renewed confidence.

“Is that all you got?” I turned and asked Octavia. It was a question that earned me another inch of the massive cock pumped into me. I screamed out, only for it to be caught by Rainbow’s mouth as she locked my lips in a kiss. She didn’t let up either, with each push of the massive dildo, Rainbow’s tongue played with my own, accepting everything I had to give.

After what felt like hours, I heard Vinyl say, “Holy crap!”

I broke the kiss and looked back. Octavia’s hips were pressed right against my own, she had bottomed out inside me.

“She’s not the Captain for nothing!” Rainbow said with a smile.

“Impressive, but I haven’t even begun to move,” Octavia replied as she started to pull it out again.

I felt it, Celestia help me I felt every inch of it as she pulled out and pushed back in. It was like nothing I’ve ever felt before. I knew, without a shadow of a doubt, that I wanted one of those. I was sure that they made one that non-unicorns could use. Looking down, I could see a minor distention in my stomach as the dildo moved in and then back out.

With each push in, I rocked forward a bit, not able to keep my place. I felt my tongue fall out of my mouth as she pulled back out again, and those eyes. My eyes were lost in Rainbow’s magenta eyes as she looked at me with lust, desire, and pride.

Before long, Octavia stated picking up the pace, each and every thrust of her hips was accompanied by the smacking sound of our hips connecting together. My mind was gone, too overcome with the sensation of being filled and emptied in rapid succession.

My limbs went weak as they gave out. My stomach fell upon the bed, my hind legs collapsed behind me. The only thing holding me up was the bed, and the dildo fucking me raw.

I had no idea how many times I came before I felt it. They had been right, the dildo could actually cum as well. The feeling of being filled up like that, of having something inside of you release it’s spunk directly into you, it drove me to my longest orgasm yet.

When consciousness returned, I found my head laying in Rainbow’s lap. She was gingerly holding out a glass of water for me to drink from. I took it with a smile as I replenished myself. Not since my days in college had I felt so fucked, for lack of a better term.

My marehood was on fire, oddly, and it felt empty, longing for something else to fill it. As much as I had enjoyed it, I knew that it wasn’t something I needed every day. I was happy with Rainbow and she knew exactly what I wanted and liked.

“We need one of those,” I said, electing a smile from my marefriend, but Vinyl destroyed that thought.

“Sorry to disappoint you, but that thing runs on magic. No unicorn, no magic dildo.”

My ears folded back in disappointment. I had really planned to buck Rainbow from time to time with it. Then, soft lips met mine.

“We’ll find something else,” Rainbow whispered with a smirk as her lips broke with mine.

“Don’t worry, Rainbow. I love everything you come up with. I don’t need that thing in me to know that you waste me in bed every single time you make me cum,” I said, causing Rainbow’s expression to lighten up. Although the smile on her muzzle told me she had an idea of her own.

I immediately shivered at that. I knew Rainbow, she didn’t have a lot of ideas, but when she did, it normally blew everything else out of the water.

“My turn!” Rainbow said after another kiss.

I looked over at Octavia, who was about to let Vinyl recharge the dildo again, “I think it’s my duty to fuck my marefriend,” I smirked. When the thought of having the cyan mare bent over under me entered my mind, I couldn’t not do it.

She looked at me, “Are you sure you’re up for it?”

I sat up. It felt odd, like my body wasn’t quite mine, but even still I pushed through it. This was something I wanted to do, it didn’t matter if my body was up for it or not. It took me a minute, but soon I was able to stand up. With a smile, I held out my hoof for Octavia to pass it over.

Somehow, and I couldn’t explain it, watching Octavia Philharmonica remove a huge strapon dildo from around her waist got me immediately back into the mood. Maybe it was the thought of what was about to come, or maybe it was the sight of such a refined mare removing a strapon from around her waist that she had just fucked me raw with, or maybe it was both?

Yeah, probably both.

“Don’t forget that I’m your Captain, Rainbow. I’m up for everything,” I said as I stepped one leg thought the strap. Despite my bravado, I quickly found myself falling over. Octavia caught me and then shifted down. She moved the rest of the straps up and helped me fit it around my waist.

It was strange. An addition to my body, but I soon felt that it was much more. Precisely positioned between my labia, it would also cause me pleasure while I would buck my marefriend. I knew that I would be wasted after that, but I didn’t cared. Looking at Vinyl, she smiled and her horn came to life.

The dildo enveloped in her aura, beginning to twitch and shift slightly, as if it had transformed into a living being. It also felt heavier, and I assumed that it would be the fluids forming in its charge.

“Go slowly, get it nice and lubed up first,” Octavia cautioned.

A large part of me knew that Rainbow would hate to go slow; however, as my own nethers had yet to fully close, I knew that she’d just have to get over it. I spun my hoof in a small circle at Rainbow, a clear indicator for her to get into the position. She smiled and did a small loop in the air before parking her back hooves on the floor, and her front on the bed. With another wink, she moved her tail to the side.

“You going to pound this flank, Captain?” she asked with a wicked grin.

Her own marehood was practically soaking with her juices. The sight of seeing me get fucked like that must have done a number on her, “Cadet, I think it’s time for a personal inspection,” I said as I moved on top of her.

I could feel her, I could feel her wings fluttering ever so slightly upon contact with my chest. I could feel her flank moving with apprehension. She seemed to have none of the fear I did when Octavia first mounted me. That caused me to smile, she was always fearless.

I pulled back just enough to direct the head of the dildo down the crack of her flank. My eyes went wide in amazement as I felt it, I felt the tip of its head moving along Rainbow’s fur. I looked back to see Vi grinning at me, “Magic, remember?”

With a devious smile I continued running it up and down the crack, I noted with some glee just how wet Rainbow was, how accepting she was of this. When the head hit her anus, she actually pushed back a little bit, almost as if she were asking for it.

Fat chance, Rainbow.

Something that size would do some serious damage, and I didn’t want to explain why one of my cadets was stuck in a diaper.

Maybe if we could find some smaller ones…

With a smile, I felt the tip of the dildo was nicely lubed up, I angled it down and pushed ever so slightly. At that moment, I was very grateful that Rainbow was a pegasus and not a unicorn. Her head shot up with such speed I knew I would have lost an eye to her horn, if she had one anyway.

“You okay?” I whispered.

“More,” she panted out, clearly taken by surprise.

“Trying to show off, Cadet?” I asked with a playful, commanding tone.

“You know it, ma’am,” Rainbow said back with a sly smile.

Well, who am I to deny the wishes of one of my charges?

With a push, I felt the tip of its head slide the rest of the way in. The feeling was at once so new, yet so welcome. Rainbow’s twat gripped the fake member in a vice-like grip, a grip that was immediately transferred to me.

Every part of me wanted to buck out, to shove this fake cock as far into Rainbow as I could in one go. I had to fight back that urge, doing my best to remember what it felt like to be on the other end, and to remember that Rainbow wasn’t being helped by anyone like I was.

Each inch was agonizingly pleasurable, I loved it, I bucking loved it. After being so freshly fucked, I would have been in agony if somepony had touched me now. But this, a magical cock transferring the feelings into me, this is exactly what my body wanted.

Feeling Rainbow moan under me only helped as well. I wrapped my hooves around her stomach, forcing her to take my weight, causing her head to be shoved into the bed. She lost the ability to speak, only sounds of pleasure left her mouth now.

Looking back, I saw that I was only half way in. With a devious smile, I started nibbling at the tip of Rainbow’s ear as I pushed another whole inch directly into her accepting pussy.

She arched her back and came right then and there. I felt her juices shoot past the cock and strike me on the leg. Briefly, I wondered what Octavia had looked like when she was done with me. That thought only made me want to beat her though, I wanted my hindquarters soaked with Rainbow’s juices.

I felt her come down from that orgasm. Her back relaxed and she fell back on the bed, satisfied. Or so she thought, anyway. If she thought that was good, she hadn’t felt anything yet.

“That was a nice yell, cadet, but I was hoping for a scream,” I whispered into her ear once more.

“Bring… it…”

She gave me the reply I was expecting, with a smile, I pulled a few inches out and pushed in as hard as I could.

I got my scream. In that one instant her limbs locked up and her wings shot out from between us. I was forced to place my front hooves on the bed as her entire body was being supported by the fake cock that was now hilted in her snatch. My ears hurt from the yell she gave.

I could tell the first part was pain, and part of me, a rather large part, wanted to pull out right then and there, afraid I had hurt her in some bad way. However, her cry of pain soon became something else, something more… pleasurable.

My thoughts were confirmed when she said her next word, “More.”

When I first truly met Rainbow, it was with her and Lightning Dust. I had actually accused Rainbow of not pushing her limits. How naive I had been. Even still, I went slow.

She responded favorably. When I started pulling out, I could feel her body tense up as the dildo left her snatch wide open, and when I pushed back in, she cooed in pleasure. The more positive feedback I got, the faster I went.

I could feel her, I could feel her gripping the object inside of her with her inner walls, her pussy not wanting to let it go. It felt amazing, the heat, the pressure, all of it. It all finally answered the question of how stallions always came so quickly. If bucking a mare felt like this, they were lucky to not blow their load as soon as they entered.

As my speed increased, so did the heat, so did the pressure, and so did my pleasure. Rainbow had long since been unable to hold herself up, and neither was I. I was resting on her as my hips moved back and forth, back and forth, the large dildo going in and out of her dripping wet hole.

For the third time in minutes, I felt her cumming. Her marehood shot out around the intruder in the same manner as a foal that holds their hoof over a garden hose. My legs were soaked now, soaked with her cum.

It was a feeling I loved. Like a trophy, a badge of honor for making her squeal underneath me. However, Rainbow hadn’t had enough. She pushed back, and with an ‘eep’ I landed on my back, Rainbow sitting on the dildo on top of me.

“How?” I questioned.

She turned to face me, and her only reply was a smile and a raised eyebrow. I was flabbergasted at this turn of events. When this thing was in me, I couldn’t think, much less move. For her to have the presence of mind to come up with this plan and implement it? It amazed me.

That didn’t compare with what she did next. I saw her then, her lower legs were too weak to bounce up and down, but not her wings. She unfolded both wings and started to lightly move up and down all on her own.

Even still, it was a struggle for her. I sat up and placed my front hooves on her flank while trapping her mouth with a kiss. Between the two of us, we went back to fucking. Her pussy rising and falling up and down the dildo. My hooves pressed nicely upon her flank, helping her up and down.

As we broke the kiss, I could admire the view. From that position, I was able to see the dildo vanish into her dripping marehood and reappear from it in a smooth motion.

I watched in fascination as we picked up the pace. Soon, she was bouncing up and down on the fake cock with reckless abandon, her marehood stretched wide around it. I could see it, I could see it distending against her stomach, pushing out against her as she forced herself to make room for it.

It was at once the hottest and sexiest thing I had seen that night. However, all good things. I could feel my own orgasm approaching as she continued to ride me. Looking around, I could see that Rainbow’s eyes were closed, her head leaning back and her tongue sticking out of her mouth.

Vinyl and Octavia were rubbing each other off as they watched us. I caught Vinyl’s eye, an unspoken question asked of her. Her only reply was a smile and a nod, a nod that she understood exactly what I wanted of her.

As I felt my own orgasm about to come, I forced Rainbow’s hips further up than she had gone before. Just as the tip of the cock was about to pop out, I slammed her all the way down to my hips in one motion.

At that moment, Vinyl put the rest of her magical energy into her horn and supercharged the magical dildo. The same energy that spit out of her horn while I was sucking her off came out of the dildo, into both of us.

Rainbow arched her back and screamed, her entire body overtaken in pleasure as she lost motor control. I felt her gush cum from around the cock inside of her. It soaked my fur completely as the dildo pumped magical seed directly into her, filling her to the brim with its spunk.

I wasn’t let off any easier. The magical energy coursed through me, hitting my clit and pussy with such abandon that I thought I might pass out.

Rainbow did, she fell on top of me. Her body felt like it was on fire, her mind overcome with pleasure as she cooed softly into my chest.

I didn’t even mind when she started drooling on me. With a hoof, I wrapped it around her as she shivered at my touch, “Can you guys?” I asked, gesturing down to how we were still connected.

Vinyl and Octavia smiled at each other before they got up, “I don’t know, Tavi. It seems like we have them in quite the predicament,” she said as she walked around and admired the large dildo that was still around my waist and in Rainbow.

At that point, I was worried. I was far, far too weak to move Rainbow off me, and she was practically out cold.

“When was the last time you’ve ever seen the Captain of the Wonderbolts in such a position?” Octavia asked, “It would be a shame to let this moment go to waste.”

“Damn right you are, Tavi,” Vinyl replied as she came closer.

I was shivering at that point. The lustful glare in their eyes told me more than enough to know that I was bucked. Literally bucked.

“You remember what I always wanted to do with you?” Vinyl asked me with no small amount of lust in her voice and eyes, still approaching me.

I gulped and my eyes widened at that.

Oh no, she can’t mean...

She didn’t go straight for it. I was forced to watch, helpless as they walked in circles around me, Octavia going clockwise and Vinyl going counterclockwise. I tried in vain to push Rainbow off me, but nothing worked. She was out cold, still impaled upon the massive dildo that was jammed up her slit.

Just as I expected, Octavia stopped at my head. She sat and looked at me. She leaned down and licked the tip of my nose, “You taste wonderful, Spitfire,” she said with a smile.

“Octavia, let me up,” I pleaded with her.

“What fun would that be? After all, you are our guests. It’s only right that we show you a certain… hospitality.”

That’s when I felt it. I felt Vinyl’s breath as she moved between my lower legs. She lightly blew on the didlo connecting me to Rainbow. The damn magic cock sent shivers of anticipation and desire through me, I could almost enjoy it, almost. However, I knew what was coming next, that I would not enjoy.

“Where are my manners, would you like something to drink?” Octavia asked with a smile.

“Drink?” I replied, unsure what she meant.

“Well, if you insist,” she smirked as she stood back up. I was forced to watch as she moved over me. Soon, her hindquarters were all I could see. Her pussy inches from my muzzle, her puckered little anus directly in my eye line. Her tail ran back and forth over my mane.

She moved down, inches at a time. I could smell her, Celestia help me I could smell nothing but her. My world became the smell of her sweet, sweet slit, the juices that glistened off of it became all I wanted.

“I’d love a drink,” I said back with a smile as my tongue licked out. I covered her entire slit from the top of her clit all the way back to her twat. Only my position stopped me from going any further.

The taste was transcendent. It tasted like fine aged wine, with just the lightest hint of sweat and musk. I wanted more, I needed more. With reckless abandon I dove in, my tongue pressed as far as it would go against her folds, my nose getting covered in her juices. That only served to increase my ministrations.

It was then that I felt it, and realized that it was all a diversion so Vinyl could start the main show. I almost screamed into Octavia's pussy when Vinyl ran her tongue over my anus.

It was so nasty, so dirty, and yet… yet I liked it. The rough texture of her tongue hitting that area, the feel of her saliva against my back door, all of it, it all added up to something I had never wanted to try before in my life.

“I think she likes it,” Octavia said with a smirk as she pressed down a little further on my muzzle. Had Rainbow woken up at that moment, she would’ve gotten an eye full. She would’ve seen Octavia riding my face like their was no tomorrow, and me loving every minute of it.

The mare was still passed out, though. Although, the real show was going on further south. Vi licked me again and again. Each lick pushed my barriers a little further back. Each time she did it, my mind screamed at me to close my legs, to force her away. Yet… yet with the feelings I was receiving, and the sight over my eyes, I didn’t want to.

I felt myself becoming more and more comfortable with it. Each time she pushed a little further up my anus, I welcomed it, almost wanting it. To my shock, another part of me started to wonder what it was like, what it was like to lick another mare’s asshole.

My eyes saw just the anus I wanted to try it out on, too. Octavia was a refined mare, most of the time anyway. She took great care to take care of herself, as to keep up appearances. I had no worry that she might be dirty.

Well, dirty was a relative term here. After three more licks, I decided to go for it. With both hooves, I pulled her a little forward at just the right time. My actions caused her to almost fall on Rainbow.

“What the?” she asked.

Her question was answered for her as my tongue traveled down her twat and to her puckered little anus.

She gasped as soon as my tongue made contact, “Ohh….”

For my part, the taste was anything but what I expected. It wasn’t the same as her slit, that was for sure. However, it wasn’t that bad either. It was sweaty, more than a few hints of her cum over it, no doubt from the time I played with her nipples, and there was a slight bitterness to it.

It wasn’t my favorite taste by any means, but the sounds she was making made it more and more enjoyable all the same.

“Looks like she wants to return the favor,” Vinyl taunted with a grin as she stopped her own licking.

Octavia’s only reply was a slight moan as I pressed my tongue up against her little hole.

Of course, Vinyl wouldn’t just let this stand either. It was seconds after that before I felt her tongue press against my own hole, harder than it ever had before.

My eyes shot open as I felt her make entry. Her tongue pushed up into my anus. She was licking the inside of my ass. I almost stopped it right then and there, almost, but at that moment she started to vibrate the dildo still attached to me, causing Rainbow to moan in her sleep and me to let out a slight coo at the double pleasure.

My head fell back to the carpet as I took a second to adjust. My actions caused a slight whimper to escape from Octavia, but she would simply have to wait. However, Vinyl didn’t let up at all, she just kept licking me, eating out my anus with her tongue.

I hated to admit it, but I kinda liked it. It wasn’t painful, it wasn’t that disgusting, and it felt good.

Octavia pushed her own untouched nether closer to my face, as if I forgot it was there or something. Looking back up at her, I smirked, and then went back to work. My tongue started again on her slit while I pushed the tip of my nose against her little anus.

With each lick, I’d rub against both, letting my tongue stimulate the fun bits while my nose touched her naughty bits. The dual action earned me more to drink as the mare became much more wet.

Vinyl’s menstruations were quickly building me up. I had no idea that it could feel that good. I could feel myself heating up, my body screamed at me, the new sensations took their toll.

Soon, just like before, I got curious. If it felt that nice to have somepony eat me out down there, what must it be like to return the favor? My tongue started traveling the distance between Octavia’s slit and her anus. I lightly teased her at first, my tongue working around the hole, only somewhat touching it. Before, at last, I pressed it directly against her opening and pushed.

My tongue started to disappear before me. Just like before, I expected the worst, only to find myself surprised. It wasn’t bad. It wasn’t good, by any means, but it wasn’t bad. It was different.

The bitter taste was a little stronger, but her yells more than made up for it.

“Celestia, buck yes!”

Hearing such a refined mare use such foul language about our princess caused me to forget about my actions. I simply wanted to hear her say that again.

I knew how to do it, too.

With my tongue working her anus, pushing in and out like a miniature cock, I reached my wingtip around and pressed it against her engorged clit. The action was a mistake, she pushed back, forcing her flank all the way against my mouth and my tongue a lot further in then I would have liked. Her own juices leaked out of her like a garden hose, soaking my muzzle, and no doubt some of Rainbow’s mane.

Her screams pierced my ears, the sudden action took me completely by surprise. So much so that I missed the fact that Vinyl had stopped licking me.

However, what she did next I could never miss. My eyes went wide as I felt it. Vinyl was sticking something up my ass, something a lot harder than a tongue. Longer, too.

The slight shock that tickled my anus told me exactly what it was; her horn.

She did it, she used her marefriend as a distraction as she finally got to do what she wanted to do all those years ago. She was hornfucking my ass.

I felt the mare on my chest start to awaken, Rainbow wrapped her hooves around me all the tighter as she blinked her eyes clear. To her credit, the sight of my tongue buried in Octavia's ass before her didn’t cause her to freak out. Rather, she simply moved her head up and began to eat out Octavia's pussy while she moved her hips ever so slightly up and down the dildo that was still in her.

I was being fucked, I was being fucked in every way imaginable. Rainbow riding my magical cock, Vinyl pumping her horn in and out of my ass, and my own tongue buried in Octavia's anus.

Buck it.

It was the only logical move I could think of. I could not lay there, in that position, acting like I didn’t enjoy it. I did, I fucking loved it, I loved everything about it.

Never in a million years had I ever pictured it, had I ever dreamt I’d do anything like that in my life. Yet, there I was, surrounded by friends and my love, doing something I had found so repugnant earlier that morning.

I arched back, my own tongue starting to do circles in Octavia’s colon. She gasped and screamed out again, a poor move as it only inspired Rainbow to up the ante as she continued to wake up.

Octavia’s screaming became our cadence, the beat we all went too. The louder she screamed, the more she cussed, the faster we all went. I felt myself cum over and over again, Rainbow too, yet none of us stopped. We were a machine, slaves to the rhythm of her screaming.

Even with Rainbow’s skilled tongue, she could not hope to catch it all. Several times I felt Octavia’s juices flow down her taint and to my mouth. I welcomed it, my lips catching as much as they could while my tongue stayed buried in her ass.

I knew Vinyl was the only one going without, yet not once did she complain about it. The more she pumped her horn in and out of my anus, the more I felt the dildo vibrate. The actions caused a noticeable moan to escape from Rainbow’s mouth. Somehow, I felt it in my tongue as her vibrations traveled through the mare we were both enjoying.

As her moans started to pick up again, I knew what was coming. All good things, or so they say anyway. Truth be told, I was spent, and I knew that Rainbow had to be on her last leg. Or her last cock, as the case may have been.

I want this to go out with a bang.

As soon as I had the thought, I knew what to do. It was cruel, a little mean, but it was just so right. I let it happen slowly at first, letting Octavia build her screams up in tempo. I had heard them so much in the last ten minutes that I could time it to the exact second. When it was just about there, I flexed both wings out to my sides.

It would take delicate positioning and a true artist's touch. Something made even more difficult as I could not even see my target. Still, I had gotten to know her body quite intimately today, from the inside out even. And besides, you don’t make Captain without being able to pull off the impossible.

The impossible is just what I did. Right when she was there, right when Octavia was at the peak of pleasure in her orgasm, I rubbed both feather tips over her nipples. Her extra sensitive nipples

My ears were filled with a deafening buzzing as Octavia hit a pitch high enough to render us all temporarily deafened. True to our form, we each gave each other one last push with everything we had. What else could we do, we were slaves to the rhythm at that point.

I came harder than I had all night as Vinyl released all her remaining magical energy into my ass. The feeling was exquisite, the likes of which I’d never known before. Her actions caused me to push back into Rainbow, hard. The mare arched her back and screamed. Her own scream paled in comparison to Octavia's, but to her credit, I felt my tongue vibrating as the waves of her sound passed through her.

Octavia fell off me, the grey mare passed out right by my side. Rainbow collapsed on my chest yet again, panting and out of breath, but awake all the same. With a sucking sensation, I felt Vinyl pull out of my ass. Amazingly, as soon as she was gone, I missed it.

We definitely have some new tricks for later, Rainbow.

None of us spoke. None of us could hear, so there was no point. Rainbow crawled up, her mouth connecting to my own in a kiss that simply said ‘thank you for this’. Out of the corner of my eye, I saw Vinyl move to Octavia’s side. She picked up her marefriend’s head and held it in her her lap. The smile written on Octavia’s face told her everything she needed to know.

I simply wrapped my hooves around Rainbow and held her tight. I think at that point in time, I would have been unable to move even if I wanted to, and I most assuredly did not want to.

The room smelled like sex, my coat was covered in marecum, and I had a smile on my face that split my muzzle from ear to ear. If this small vacation ended right now, I could honestly say it was my best vacation ever.