You arrive back at Fluttershy’s cottage to find the living room area empty. Figuring she was in her bedroom already, you head upstairs. When you enter her room, you stop in the doorway and smile. The mare was laying on her back, completely naked, with her cock between her tits and the tip in her mouth. As she rubs the shaft with her breasts and sucks on her tip, she looks at you. Smiling around the meat in her mouth, she continues while you watch.

“Damn, Flutters,” you say as you approach the bed. After watching her for a few more seconds, you begin to undress. The mare watches you with a blush as you strip. “I need in on this,” you say before climbing onto the bed.

Laying on your stomach, you rest your face on her balls before starting to lick them. You let out soft moans as you run your wet tongue over her smooth, nice-smelling ball sack. After a few long, savory licks, you sit up and fondle her balls. Eyeing her with a smirk, you grip your cock and align it with her inviting pussy. She gives you a smile and blushes more as she continues to suck her own rod.

Pushing inside her, you hold her hips so you can fully bury your shaft inside her warm, dripping wet pussy. Once you are fully in, you begin to move your hips, drawing moans out of both of you. Fluttershy giggles through heavy breaths before pulling her legs back to stick her feet in your face. Smiling, you grasp both ankles and rub your cheeks on her soles. As you do, you can feel her toes wiggle against your skin.

Turning to her right foot first, you stick out your tongue and run it up the bottom of her foot before tickling her toes with it. Wrapping your lips around her toes, you suck and lick around them as you keep moving your hips. Pulling off her smaller toes, you start sucking on her big toe. Looking her in the eyes, you smile and pull off her toe to lick at the sides of her foot. Moving over to her other foot, you repeat the process, properly servicing her sexy feet.

When you finish, she places her feet against your chest, rubbing you up and down while you continue to thrust inside her. You suddenly feel her toes curl as she squeezes her breasts together tightly. Smiling, you thrust faster until you feel like you're about to burst. You then watch as her cheeks puff up and her eyes go wide. Cum then explodes from the mare's mouth and nose, covering the area around her mouth. The more she cums, the more bursts out. Eventually, she has splattered her goop all over the op half of her breasts. Watching her cover herself in her own semen is enough to push you over the edge as you start filling her pussy to the brim with your own cum. When you feel your male goop start to leak out, you pull out and stroke your rod, finishing all over your girlfriend's torso, cock, and balls.

By the time you two finish, the mare has cum splattered all over her. Chuckling, you lean forward and place your hands beside her, getting close to her face. She looks up at you with a smile, her dick still in her mouth and cum leaking from her nostrils.

"You suck yourself often?" You ask her with a smile.

The mare slowly pushes her rod out of her mouth and nods. "Mmm... It feels really good..."

"Well, it's also super hot," you tell her. "Especially the part where you exploded everywhere."

Fluttershy giggled at that and blushed hard. "I may be quiet and shy, but... well..."

"You're secretly kinky?" You ask, leaning in to kiss her.

She slowly pulls away as far as she can. "Are you sure? My mouth is covered in... white stuff..."

"White stuff?" You ask with a smirk. "You know what it's called. So, say it."

The pegasus blushes and bites her lip. She then leans in close to you. "I have... cum... all over my mouth."

You lean in close, too. "I don't care," you say, before kissing her on the lips.

You both close your eyes and enjoy the kiss. As you exchange saliva, you are also treated to the light musky taste of her cum. Once you finally decide you have tasted her tongue enough, you pull back to look her in the eyes. Smiling, you drop down on top of her, feeling her breasts and dick against her chest. Not to mention all the cum.

"So, I was... talking with Rarity earlier," Fluttershy says as you lean in to kiss her neck. "You remember her, right?"

"Yeah, I remember all your friends," you coo. "And, how you're all teachers at that school... and how Twilight's the Princess Of Friendship..."

Fluttershy giggles and leans her head back. "Yeah, that's them. Well, Rarity sort of has this... thing about feet..."

You pause your kissing and pull back. "Feet, huh?" You ask. "Where's this going?"

Fluttershy blushes and smiles sheepishly. "Well, remember my fantasies and my... kinkiness?"

You nod as you feel her rod twitch against your chest. "Yeah?"

The pegasus giggles softly. "Mmm... Well, I was wondering if you would like to head over to Rarity's... and help her with her foot thing?"

This surprises you and lean in closer, pressing your nose to hers. "You want me to worship Rarity's feet?" You ask.

"I'll be there, too," Fluttershy says with a smile. "It's just... threesomes have always interested me... And, it's kind of a turn-on to involve another..."

You smiled and nuzzle her cheek. "Well, if you're okay with it. Let's go."

"Good," Flutters coos. "Because I'm... sorta getting horny again..."

You and Fluttershy step up to Rarity's boutique, the mare knocking on the door. When the door opens, you see the white unicorn wearing a velvet midnight blue nightgown.

"Oh, you came," she says with a smile, looking at you.

You chuckle and step up to her. "I know you know why I'm here," you tell her. "Sure you're ready for this?"

"Oh, of course," Rarity chuckles. "I've been waiting ever since Fluttershy came to see me." She then steps aside so you can enter.

You and your girlfriend enter the boutique and turn to face the white mare, who closes the front door and locks it. "Then, shall we skip the foreplay and get right to it?"

Rarity chuckles and moves from the door, walking past you and brushing her tail against you. "Of course. After all, you're only here to worship my feet, right?" She asks, shooting you some bedroom eyes as she makes her way towards a couch set up in the center of the room. You also notice that all the windows were shut with the curtains closed.

You watch her take a seat, facing you, and cross her right leg over her left. She was wearing nothing on her feet and, when she crossed her legs, it seems like she was wearing nothing underneath. In the light, though, it is hard to tell. "Well, that's the plan," you say, walking over to her.

She watches you approach with half-lidded eyes. "Mmm... I can't wait..."

"What about your... sister?" You ask, getting to your knees in front of her. "What if she wakes up?"

"Oh, well, I'll just explain what a fetish is, darling," the mare says with confidence. "She is eighteen now, after all."

"Fair point," you say, turning your gaze to her feet. They are a pair of the most perfect feet you've ever seen. No cuts, scrapes, or marks. Her toenails were painted a nice blue and are perfectly pedicured. "Wow..." you say, taking her right foot and rubbing the top with your palm.

"You like them?" Rarity asks. "I do try and make sure that I stay clean and well-maintained. A lady needs to look her best, does she not?”

Nodding, you rub the bottom of her foot with your thumbs. “True,” you agree, before leaning in to kiss her big toe. As you start to suckle on the toe, you look up to see Rarity slip her right hand into her robe to rub her breast. Smiling, you swirl your tongue around her digit, letting out a moan before dragging your tongue over to her other toes. “You realize there’s only so far we can go with this foot worship thing, right?” You ask her.

“Obviously,” Rarity says. “What else were you thinking of doing?” She asks through moans as she pinches and twists her nipple.

Smiling, you lean all the forward to kiss her other foot. Licking up the top and up to her knee, you let out a soft moan. “Mmm... Something like this,” you say, sitting up and taking the foot you just kissed, lifting it off the floor by the ankle, and pressing the bottom of it to your crotch.

Rarity blushes heavily at feeling your hard cock bulge with her foot. “O-Oh, uh... I see...”

Fluttershy comes over to join you, getting to her knees beside you. “I want this, too,” she coos, spreading her legs and holding out her hands, waiting for the unicorn.

Rarity eyes her and then her bulge. Smiling softly, she uncrosses her legs and gives Fluttershy her other foot, pressing it to the mare’s bulge. Feeling both rods against her feet makes the mare moan softly. “Oh. They feel so warm and... h-hard...”

“You should see them unrestricted,” you chuckle, lightly humping the mare’s foot. “Fluttershy’s is so big she can suck it herself.” This seems to get the unicorn's attention as she looks over at Fluttershy.

"Would you like to see?" Your girlfriend asks, grinding against the white foot. "I've only performed in front of my boyfriend... I wouldn't trying it in front of another..."

Rarity's white face is now red as she starts to sweat, probably from arousal. "This was... supposed to be a simple foot worship session..." she says, before biting her lip.

"We'll still worship your feet," you tell her. "Only we'll do it more intimately and... kinky."

Rarity eyes you before looking at Fluttershy. "A-Alright, then, dear... Sh-Show me..."

The yellow mare smiles and slides out of her pajama bottoms. Tossing them aside, she spreads her legs a little to show off her sheathe and balls. You then reach over to rub her sack and make her cock grow longer and harder, the pegasus moaning in the process. Rarity simply watches you work your girlfriend's cock. When the rod is at full mast, you pull your hand away.

"Show her," you coo, putting your left arm around her and using your right to grip her shaft. Pressing the rod against its owner's body, you move your hand to the balls.

Fluttershy squeezes her breasts together, trapping her cock between them, before licking away at the tip. Her eyes lock onto Rarity's, who was watching in awe. You see her move her free hand under her robe between her legs, presumably rubbing herself. It becomes quite obvious as she starts to lightly moan.

Smirking, you get up and sit beside Rarity on the couch. Resting your left hand on her leg, you lean in close. "Isn't that so... hot?" You ask in her ear, Fluttershy giving the mare a half-lidded wink as you do.

Rarity eyes you before returning her gaze to the pegasus, who slowly slurps the tip into her mouth. The unicorn lets out a soft moan and nods. "Y-Yes, it's... quite the turn-on..." she says with a light chuckle. Fluttershy smiles at her, swirling her tongue around her tip.

You smile and move your hand to her chest, gripping her robe and pulling it open to reveal her right C-cup breast. The white mare looks at you with a gasp as you slide your hand under her tit. She blushes hard but slowly pulls her hand away. Now with full access, you run your palm up her boob to her nipple before gripping the mound, making the unicorn moan sharply. Leaning in further, you give a light lick to her neck.

“You don’t need this,” you say, taking her robe in both hands and slowly pulling it open. “Let’s get you more comfortable, shall we?”

Rarity nods and leans forward, letting you pull her robe off. Folding it neatly, you set it aside. With the unicorn fully nude, you run your hand over her belly, making her coo as she continues to watch Fluttershy.

Without saying anything, you pull your top off and toss it behind you. As you begin wiggling out of your pants, Rarity looks at you with a hard blush. After kicking your pants away, you gently take her left wrist and guide it to your rod.

Rarity’s eyes meet yours as she shudders from arousal, feeling the thick meat on her palm. Placing your hand on top of hers, you make her rub and down your shaft. “This is way more intense than I was expecting,” Rarity says softly, breathing heavier than before.

“I assumed, since you’re always so pretty and you take care in your appearance, that you’d want to experience what it’d be like to get... dirty,” you whisper, leaning in close. “So, let us help you.”

You get off the couch and kneel beside Fluttershy once more. When you do, you pick up Rarity’s left foot and place it on your shaft. When you take your hand away, you watch Rarity smile and spread her legs before she starts using her feet to massage your dicks. Her left foot ran up and down your shaft and balls while she did the same to Fluttershy with her right foot.

“How’s it feel?” You ask, looking her in the eyes.

She looks back into yours and nods. “It does feel nice to... let loose,” she says with a light chuckle.

“Wanna go further?” You ask with a wink. “Get even dirtier?”

Rarity’s footjobs slowed to a stop before she rested her feet on yours and Fluttershy’s sack. “Dirtier?” She asks with a blush.

You nod and look at Fluttershy. “Spread your legs and face me.” As she does, you look at Rarity. “Come down here,” you say, holding out your hand.

Rarity smiles a little wider and takes your hand before getting to her knees in front of you. “What, uh... What do you have in mind?”

“Wouldn’t you find it more exhilarating if you didn’t know?” You ask her. “Just trust me and loosen up.”

“I suppose you’re right,” she says, shaking her hands as if they were wet. “Okay. I’m ready.”

Smiling, you slide to the side and turn to face Fluttershy before gently pulling Rarity towards you. She lets you and, soon, her back sandwiches your cock to your chest. “This is actually a nice position, too,” you coo, wrapping your arms around her. You then move your right hand to rub her left breast and your left to rub her pussy. As she moans, you see Fluttershy resume sucking herself off.

“You two are amazing,” Rarity moans out, leaning back against you, letting you use her body however you see fit.

“Well, this isn’t exactly what I was planning,” you say, before moving your right hand to the base of the back of her neck. Sitting up, you gently lean her forward until she’s face-to-face with the yellow balls of your girlfriend.

“Oh, my,” the white unicorn gasps.

Moving your hand to the back of her head, you make her press her face against the sack. “Enjoy those all you want.” Moving you hands to her hips, you pull her butt up. Scooting back a little, you take her feet and set your cock between them. Holding them against her shaft, you begin moving your hips. The soft soles and toes feel great on your rod and you feel like you can just cum from this.

Fluttershy continues to move her tits up and down, massaging her cock while her friend licks and kisses her balls. When she feels close to an orgasm, she pulls off her rod and pants heavily before looking at you. "I-I'm close..." she moans.

You smile as you continue to thrust your hips. "Me, too," you say. "Just... gimme a minute," you say, before grabbing Rarity's butt and leaning in. When you stick your tongue in her butt, you hear her let out a muffled moan before you feel her feet move up and down your shaft. Smiling, you move your tongue back and forth, licking at the anal walls. When you have your fill of clean, lady ass, you pull away and lick your lips. "Mmm... Alright, sexy lady... On your back."

Rarity motorboats the pegasus' sack before pulling away. "Oh, those are delightful," she coos, before rolling onto her back.

You motion for Fluttershy to join you. When you two are side-by-side again, Rarity presses a foot to each of your cocks. Rubbing up and down, you and Fluttershy let out a moan before you both shoot a big load of cum straight up. The white goop lands back down all over Rarity's feet and legs. When you two are done cumming, the white mare's legs and feet had semen all over them.

You let out a sigh of content and feel Rarity's foot simply resting on your shaft. "Well, that was amazing," you coo, putting an arm around your girlfriend. "It never gets old... watching you suck yourself off."

Fluttershy giggles and kisses you on the lips. "I love doing it... And, I'll do it anytime you want..."

You lean in and push your tongue in her mouth. She does the same as you two tongue-wrestle. Since your lips aren't pressed together, Rarity can clearly see your tongues going at it. When you feel her foot begin moving up and down your shaft again, you break the kiss and look over at her.

"Can we try... one more thing?" Rarity asks with a heavy blush.

You and Flutters eye each other before looking at the unicorn. "Of course," you say, feeling your rod getting hard against the white foot. "What is it?"

"I want Fluttershy to... push her big... mmm... penis... down my throat..." Rarity begins, obviously feeling embarrassed by her lewdness, though she also seems to enjoy it. "And, you," she says, looking at you, before spreading her legs. "I want you... inside..."

You let out a chuckle at that. "Mmm... Moving further than a simple foot fetish?"

"You two are so incredibly sexy together," Rarity explains. "It's turning me on just being here with you... I need more..."

Fluttershy giggles and crawls over towards Rarity's head. "We'd be happy to assist further," she coos. "Do you remember that spell Twilight gave you?"

Rarity nods and her horn lights up. With a flash, the horn glow faded. "There. All set."

"Wh... What was that?" You ask, unsure of what just happened.

Rarity blushes and leans her head back as Fluttershy crawls over her, facing you. "It temporarily blocks the entrance to the user's womb for an hour to prevent possible unwanted impregnation."

You smile as Fluttershy rests her balls on Rarity's face, making the unicorn shudder and her pussy leak and twitch. "Ah, so you want me to fill this pretty pussy," you say as you scoot forward, letting your rod rest on Rarity's body, along with Shy's dick. Placing your hands on Rarity's thighs, you hold her legs apart and align your cock. With a hard thrust, you push your way inside her tight, wet hole. You hear Rarity moan out in pleasure as you push your way in.

Fluttershy lifts her hips up, pulling her balls from Rarity's face before her cock tip meets the unicorn's lips. Rarity opens her mouth, eagerly licking at the meat before Shy begins to push her cock in. Rarity's eyes go wide when she feels the mare meat push its way down her tight throat. Luckily for her, being an anthro pony, she has no gag reflex and could therefore take the pole down her throat. There was very little free space but just enough to allow her to breathe through her nose.

You and Fluttershy keep inching your ways deep inside the mare's holes until you're balls deep inside and Fluttershy's balls press to Rarity's face. The two of you start kissing as you move your hips back and forth. While you engage in a make-out session with your sexy pony lover, you can hear the muffled moans and gasps of the mare beneath you. For more support, and because Rarity's body is awesome, you place your hands on her tits and squeeze them. Fluttershy does the same, moaning into the kiss.

The wet walls of the unicorn's pussy squeezes you rod tightly and massages it closer and closer to an orgasm. Fluttershy, however, seems even closer as her moans increase. She probably never deepthroated anyone before, so this feeling is brand-new and amazing to her. The pegasus starts moving her hips faster, moaning more and more before she squeals into you mouth. You feel both her body and Rarity's body twitch lightly as the yellow mare emptied her balls deep down her friend's throat.

Fluttershy sighs happily and breaks the kiss. Crawling backwards, she slowly slides her cock out of the white mare's mouth. Once it's completely free, Rarity coughs up a lot of cum, splattering it all over her face and floor. Moving your hands to her sides, you sit up and pull Rarity up with you. With her now in your lap, you can see her face better. Tears streamed down her face as it was almost completely covered in cum.

As Rarity bounces up and down your cock, she looks into your eyes and you look into hers. Smiling, you go to lean in for a kiss. She pulls away, just like Fluttershy did before, making you chuckle. "It's my girlfriend's cum," you say, wrapping your arms around her and holding her body against yours so her breasts press to your chest. Moving your hands to her ass, you help her move before you lean in and lick some cum off Rarity's lips. "And, I have to say... you look extremely sexy right now..."

Rarity lets out a deep moan and wraps her arms around you, diving in for a kiss. You both let out a moan before you feel an orgasm coming. Smiling, you thrust into her as best you can before you start emptying your sack deep inside her. She can clearly feel it and bounces a little faster, dragging her breasts across your chest. You then feel her pussy spray your crotch with her pussy juices. When you both finish, the unicorn sits in your lap, panting heavily with her chin resting on your left shoulder.

"That was... the best... I've ever felt..." Rarity moans.

You chuckle and rub her back. "We're available for you whenever you want," you tell her, before pulling your cock out of her. "Come on," you say, getting up and helping Rarity to her feet. You then lead her to the couch and sit her down.

The mare leans back and sighs, her horn lighting up again before she moans deeply. You then see a whole bunch of cum pour out of her pussy, splattering all over the floor. Once she has used her magic to remove all your cum, Rarity sighs deeply. Before, she looked pristine. Now, her mane and tail looks disheveled, her face was wet from her eyes watering, and she has cum all over her feet, legs, and face.

"I suppose..." Fluttershy says, stepping up beside you. "we should help clean."

You chuckle and look at the spot where Rarity was laying. "Yeah, that'd be a good idea."

"Oh, you two are a delight," Rarity pants, trying to catch her breath as she rubs her throat. "I'm lucky to have friends like you..."

You and Fluttershy spend the next hour cleaning up the cum off the floor. While you clean, Rarity heads upstairs to take a shower and clean herself up for bed. When the floor and the mare are both clean, you kiss her good-bye and head back home with your girlfriend. Little do you know, the fun was just beginning...