Twilight’s horn ignited with magic for a moment before a flash of light erupted in front of the lavender mare. In her magic grip were a collection of bottles and brushes that I assumed were shampoo and other care products, although my eyes were locked onto the flagged tails that were presented to my vision as all three mares walked into the shower area as I slipped the last of my clothes off. Twilight glanced over her shoulder at me with a sultry light in her lidded eyes, her tail flipping over her back to expose her dripping marehood and puckered ass to my vision as Lyra and Bon-Bon did the same. To say I was hot under the collar would have been an understatement of the century.

“Why don’t you get Bon-Bon clean while I work on Lyra?” Twilight said softly as she turned the knobs on the shower pole, the steaming water rolling over her shoulders and mane as she hummed in pleasure. “I’m certain this will be much more enjoyable if we don’t stink of sweat and tears while we get dirty again.”

I nodded in agreement, my lips pulled back into a grin as I walked up behind Bon-Bon and grabbed one of the bottles of shampoo, “It would be my pleasure.”

Bon-Bon glanced over her shoulder at me as she sat down, her tail staying flagged as she leaned back into my legs, “Just get my mane and tail with the shampoo. I like to clean my coat with my own products.”

I nodded, kneeling down behind the cream mare as Lyra sat down facing Twilight. The unicorn and alicorn ignited their horns and spread a heaping pile of shampoo onto each other’s heads before rubbing it in with a duo of loofas. I figured Bon-Bon would like it more if I used my hands, so I squeezed a thick pile of the liquid into my palm before setting the bottle to one side, rubbing my hands together to get a good coating of it on my fingers before bringing my hands up to Bon-Bon’s head.

As my fingers ran through her mane and rubbed against her scalp between her ears, Bon-Bon hummed in appreciation, her ears splaying back as she leaned into my ministrations, “Oh Celestia that feels amazing. Keep doing that just like you are.”

I smiled as I ran my fingers through her mane and over each of her ears, “As you wish, my lady.”

For a while we simply cleaned each other, Bon-Bon moaning every other minute from my ministrations as Twilight and Lyra watched with wide smiles. Then, as if a switch had been thrown, my fingers began to work down Bon-Bon’s back, my hands pressing in a bit harder into her flesh as I worked my knuckles into the motions. Lyra and Twilight were engrossed in each other and leaned in to trade tongues as my hands slipped under Bon-Bon’s rear.

The earth pony moaned as her tail swished back and forth, my arms working around to her stomach as she leaned back into my legs. Feeling like a position change was needed, I sat back and folded my legs into a pretzel so that Bon-Bon’s rear ended up fitting between my thighs. She leaned back so that her head was resting on my left shoulder, her mane flowing over my back as she rotated her head to kiss me along the line of my jaw. I hummed as her tongue rubbed along the sensitive nerves in my neck, but I wasn’t about to be outdone. As Lyra and Twilight traded spit and moaned into each other’s mouths, my fingers slipped down between Bon-Bon’s hind legs, first pinching each of her teats and then moving further down to cup her heated flower.

The mare bucked her hips as my fingers rubbed along her lower lips, her licking along my neck picking up pace as she added her lips and teeth into her ministrations.

“Please,” she begged between pants, “I need you to love me.”

Rather than answer her, I turned my head and met her lips with mine, kissing her deeply as our tongues wrestled for dominance as my fingers sunk into her love tunnel.

Bon-Bon’s jerked as two of my fingers slipped into her body, her tongue pausing just long enough for me to overpower it and force myself into her mouth. Her lips curled into a grin around my tongue as she closed her lips around it and sucked it like a lollipop for a moment or two, although the heated kiss paused for a second as Lyra and Twilight moaned out their own pleasure for us to hear. Feeling a bit naughty, I pulled my tongue out of her mouth and tilted her head up and back with my free hand as my mouth found the tendons at the base of her neck, my hand pulling the base of her mane as my lips and tongue ran over the thin fur that covered the flesh just above her collarbone.

Bon-Bon gasped as her hips jerked back and forth, a heated moan escaping her lips as she tried to press my hand further into her body with one of her hooves. However, just as I was about to slip another finger into her core, I felt my hand being pulled out and away by a light grip of magic. Pulling away from Bon-Bon’s neck I glanced up and saw that Twilight was gently moving my hand out of the way with a mischievous grin on her lips.

“There’s something I’ve been meaning to try with you girls,” she said softly as she walked up with Lyra in tow, “but I’ll only do it if all of us can agree.”

I shared a look with Bon-Bon, who nodded her consent before turning back to Twilight, “Alright, what is it?”

Without speaking further, Twilight’s horn ignited, and a wave of magic washed over all three mares before a rapid transformation began to take place. From between each mare’s hind legs, a long, flared cock began to grow, so fast that had I blinked I might have missed it, although what was left after the spell had taken hold could have been seen by a blind man at night. Throbbing and pulsing with each heartbeat, and standing proud at least ten inches apiece, were a trio of horseflesh that were almost as thick around as my forearms. All three were a bright pink color at the end with splotches of darker versions of each mare’s coat color leading up to the sheath. The sight alone was enough to get my own core dripping with anticipation, as well as make my mouth water at the very sight of them.

I swallowed thickly, trying to keep my hormones under control as I looked up at Twilight’s face with some difficulty, “So what exactly do you have planned for these not-so-little packages?”

Twilight grinned as she and Lyra pulled Bon-Bon out of my lap, giving me a great view of the earth pony’s swinging balls and sheath as she walked over to the wall with the other two. With some direction from Twilight, all three sat back and leaned against the wall, presenting their stiff rods like flagpoles to me as they gave me their most sexy bedroom eyes.

“Well what are you waiting for hot stuff?” Lyra asked as she ran a hoof along her length, a single drop of pre sliding down the underside before being rubbed into the heated flesh by her hoof. “Get over here and give your mares some attention.”

Not taking even a second to think about my actions, I walked over and knelt down in front of the trio, my hands finding Lyra and Bon-Bon’s throbbing cocks as my tongue ran along the entire underside of Twilight’s. All three mares stiffened and moaned out as I started my ministrations in earnest, Lyra and Bon-Bon leaned their head back against the wall as my hands worked over the median rings and pulsing veins that ran along their rock-hard horseflesh. Meanwhile, my mouth had found a nice comfortable home taking in the first half of Twilight’s length, my tongue running circles around the median ring as I sucked her off. One of her hooves found its way onto the back of my head, rubbing my hair in encouragement as I slowly picked up the speed of my bobs and the power of my suction.

For several minutes I worked them over, the moans of all three mares echoing off the walls as I switched my hands and mouth between each of them. Finally, I felt each of them start to buck in my grip, their eyes rolling back in their heads as their tongues rolled out of their mouths.

I pulled my mouth off of Bon-Bon’s length and pressed all three flared tips against my lips, opening my mouth as I jerked all three of them off at once and looked up at them with my best bedroom eyes. Twilight and Lyra took one look at my position and bucked hard into my face, their cocks throbbing as pulses of cum visibly traveled up their lengths and out of their flared tips. The pulses must have been the final straw for Bon-Bon, because she came a moment later, adding to the literal flood of cum that coated my face and hair as well as filled my mouth with their thick and creamy spunk.

I smiled, keeping my mouth open as I pulled back, giving all three panting mares a good view of my cum-filled mouth before wiping some of the hot cream off of my face and pressing my fingers in between my lips. I make a show of sucking their seed off of my fingers and then swallowing with the loudest and most sexual gulp I could manage, then opened my mouth to show them that I had swallowed all of what they had given me.

Lyra’s cock pulsed again as another thin stream of cum ran down her length, her eyes widening in tandem with Twilight’s and Bon-Bon’s as she stared at me, “Now I know what you meant when you said watching me swallow was hot. That was probably the sexiest thing I’ve ever seen.”

Twilight nodded as Bon-Bon murmured her agreement, although as all three mares sat up and walked up to me, I couldn’t help but shiver at the looks they were giving me. Bon-Bon leaned in and licked along my left cheek, her tongue collecting some of their mixed spunk and then swallowing it in much the same way I had. Twilight and Lyra followed her example and joined the earth pony in licking off my face and hair until there was no more cum to remove. Even then, they continued licking along my neck and cheeks, taking turns coming in to kiss me before moving back to my neck and jaw.

Finally, I pulled back, grabbing Lyra by the shoulders and rolling us over until I was straddling her hips with my own. She looked down and saw the position we were in, and she smiled as her cock rubbed against my lower lips, her length stiffening once again as I leaned down and kissed her hard on the lips, rolling my hips against her own for a moment before pulling up just enough to position her flared tip against my own entrance.

It took some working, and I nearly screamed as her tip forced its way into my entrance, my breath leaving in a gusty moan as I felt how truly massive my herdmate was. At that point it was just her tip and already I could feel her stretching my tunnel to the point of nearly being painful.

“Fuck that feels amazing.” I moaned as I wiggled my hips back and forth, “Give me just a minute to get used to you, you’re a lot bigger than what I’ve taken before.”

Lyra nodded, her own breathing ragged as she tried and failed not to buck her hips up into me, “Celestia you’re tight. I’m not even sure I can fit all of it into you.”

I grunted with her hip’s movement as it shoved another inch into my stretched entrance, “Just take it slow and we’ll see how far it can go.”

We built up a slow rhythm as I added more and more of her length to my bounces, until I felt her median ring pressing at my outer lips. I grinned as I glanced down at the panting unicorn, her tongue lolling out of her mouth as she rested her head on the floor.

“Halfway there.” I panted between bounces.

Slowly but surely, I worked more and more of her length into my body, feeling it stretch my body near to its limits as my hips and core exploded with pleasure with each thrust. Then, as if by magic, my hips connected with hers, and I felt the flare of her tip press against the entrance to my womb with enough pressure to make me scream in bliss.

As I came off my high, I realized that having Lyra all the way inside me had made me cum, although my thoughts were sidetracked as I lowered my gaze and saw Twilight standing over Lyra’s head with her own throbbing cock pointed at my face.

“Our turn now.” She said through a grin as she pressed my head down with one hoof, her flare pressing against my lips for a moment before spreading my mouth wide open.

I had only a moment to prepare myself before Twilight thrust her hips forward, her length pressing into my throat with no warning, making me moan and gag as she shoved her throbbing meat down my neck. My eyes watered as I felt the skin of my throat stretching around her length as her median ring passed my lips, and then Twilight did the impossible. She shoved her hips all the way forward, pressing my nose between her teats and nearly cutting off my air as her flare worked down to the base of my neck and rubbed against my collarbones.

For a moment I was worried that Twilight had gone too far, but as I realized I was still able to breathe, if in a limited fashion, I felt a pulse of pleasure run through my body as I realized I was being face fucked by a ten-inch horse cock attached to one of the mares I loved. I smiled around her length as I looked up, meeting her eyes and nodding as best as I could around her rod, one of my hands reaching up to rub the extended bulge in my neck as I ran my tongue over the underside of her balls. Twilight hummed in pleasure before pulling back, retreating from my neck until only the tip was pressed into my throat, and then shoving back in as she let out a heated moan. The force of her thrust shoved me back and onto Lyra’s length, making me gurgle out a moan as Lyra’s flare was pressed all the way against the entrance to my womb.

We built up a rhythm as Twilight bucked against my face, driving me back and onto Lyra’ cock with each thrust as my gagged moans gurgled out and vibrated along her entire length. For a moment I was certain that I was going to cum again, but that was interrupted as a weight settled over my back and a pair of hooves wrapped around my hips. I couldn’t look back with Twilight shoving her rod down my neck, but with Lyra below me that narrowed the suspects down to Bon-Bon. I felt her lean over my back as her breath washed over my neck and hair, the smile evident in her tone of voice as I felt something prod against my ass.

“Get ready hot stuff,” she moaned out as her flare pressed against my back door, “because we’re going to buck you senseless by the time we’re done.”

I had just enough time to gurgle out a protest, although it probably sounded like encouragement as Bon-Bon pressed her hips against my own, her flare working its way into my ass inch by agonizing inch as my mind exploded with pain and pleasure. I had never taken anything up the ass before, and Bon-Bon’s cock was far larger than anything I could have tried back home, although as she worked her way further in, the pain melted away to mind-numbing pleasure as her length literally began to rub along Lyra’s, sandwiching my tunnels against each other as they began to thrust in counterpoint to one other.

Between the double pounding I was getting from the back and the huge cock shoving its way down my throat and cutting off most of my air, I was floating in a sea of bliss as pleasure rippled through my body like splashes in a pool. I could feel the liquid of my arousal running down my legs and onto the floor, my spit running down my chin as Twilight rammed back and forth into my mouth. My eyes rolled back in my head as my orgasm slammed into me like a ten-ton truck, my scream gurgling and gagging around Twilight’s length as the alicorn threw her head back and moaned. As my tunnels clamped down on all three mares pounding my body, I felt them begin to pulse and expand within my body, their moans growing in volume as their thrusts began to become erratic and more powerful.

Finally, as my own orgasm began to fade, all three of them reached their own peak, my face being smashed into Twilight’s crotch as her balls slapping into the underside of my chin. My nose buried itself in between her teats as Lyra and Bon-Bon pressed as deep into me as they could go, Lyra’s cock breaking past my inner barrier and into my womb itself as all three of them pulsed in orgasm.

I could feel each burst of cum as a bulge in their lengths as it traveled through their cocks and into my body, Twilight emptying her load directly into my stomach as Lyra leaned up and licked along the bulge in my throat. That combined with the feeling of all three of my mares pumping me full of their hot spunk was enough to drive me into another orgasm, and I nearly lost consciousness as my eyes rolled back in my head. I was just aware enough to feel my stomach expanding from the sheer mass of cum going into my body, my womb filled to the brim as Lyra’s flare plugged the exit to prevent any of it from escaping. My ass was dripping as the extra cum from Bon-Bon’s release ran down between my cheeks, her body falling limp on my back as she panted in the afterglow, leaving me with no choice but to roll to the side to avoid crushing Lyra beneath our bodies.

Twilight slipped from my mouth, trailing some of her cum along my tongue as she stumbled back and struggled to stay standing, her legs shaking from the exertion as she hung her head and let her mane fall over her face. I smiled as I pulled Lyra to my chest and kissed her deeply, feeling the combined seed of my mares sloshing around in my gut as I rolled over and added Bon-Bon to the group hug.

Twilight smiled between pants as she walked up and lay down next to my head, her lips pressing to mine in an upside-down kiss for a moment before pulling back. “So, did you like your turn as a cock sleeve?”

I chuckled, feeling a sensation of contentment rolling over me as the warmth of their spunk spread through my body, “I could get used to being triple-teamed if it always goes like that. Although I can only imagine how hot it would be having one of you in the middle instead of me.”

She smiled as she stood up, her magic lifting all three of us into the air as she carried us out of the room, a quick flash of magic turning off the water as she levitated us over and onto the bed.

“I think that could be arranged if you ask nicely.” She said softly as she lowered the now-snoring Lyra and Bon-Bon onto the sheets and then slipped me between their bodies. Both mares latched onto me in their sleep as Twilight climbed up and lay down on top of my body, her weight pushing some of the cum out of my cunt as she nuzzled into my nose and neck with her muzzle.

I opened my mouth to warn her about the mess I was making on her sheets, but a quick ignition of her horn silenced me as she closed my mouth with a gentle press of magic. She kept her horn ignited and levitated the cum dripping from my cunny and ass into the air, collecting it into a ball before opening her mouth right in front of me. My eyes widened as she dropped the wad of spunk into her waiting maw and then rolled it around with her tongue for a moment before closing her lips and gulping it down like I had done for her.

She opened her eyes and smiled, “Not bad. I could get used to tasting that if you would be alright sprouting a cock for me every once and a while.”

I nodded, my eyes lidding as I wrapped her up in my arms, “I think we can work something out. But for now, we need to sleep. I think we’ve had enough excitement for one day and I want to get up in the morning for training with Swift and Rosie.”

Twilight’s nod was interrupted by a wide yawn, her head coming to rest between my breasts as she kissed each of them in turn, “Goodnight, Sarah. I love you.”

I kissed her forehead just below her horn, ruffling her mane with one hand before leaning back into the pillow, “I love you too, Twilight. Goodnight.”

Author's Notes:

Yes this chapter is supposed to be numbered 23.25, because there is going to be an Interlude right after this one that is going to be numbered 23.75. So don't go getting your tails in a twist, I have my reasons for doing things.

Holy mother of Celestia that was a hot one!! I think I might need a minute after writing that one to get my head on straight. Anyways, hope all you naughty fillies and colts out there enjoyed the debauchery that was this chapter, and I look forward to hearing from all of you about what you think. As usual, leave a like, favorite and follow me if you so desire.

Anyways, hope to see you all next chapter,
Shadow Quill, Messenger of the Moon.