The sky had darkened considerably and the wind had picked up since Behemoth and Big Mac had left Sweet Apple Acres. The storm the weather patrol had been building all afternoon was just about to the point of critical mass. The point where weather engineering would step aside and the storm would take its own course. Powerful gusts of wind and the occasional fat drop of cold rain just beginning to make their presence felt.

"I appreciate you taking the time to show me where Derpy lives now, Mac. You could've just told me and left it at that."

"Heh, naw, I don't mind, 'sides, I barely make it into town these days, as busy as things are at the farm, it'll be nice to take a break."

As the other townsfolk hurried about their business, wrapping up shopping and errands, the various carts and brightly colored stalls tending to their last customers and quickly shuttering up and moving off to seek shelter from the brewing storm, Mac and Behemoth continued. They were in no rush, the swiftly souring weather barely noticed as they casually strolled along.

"Huh...still gets me how things look so...familiar, sometimes it seems I only left yesterday."

Mac chuckled at this. "Heh, its the little things, for example, lookin around, whaddaya see?"

Turning his attention back to their surroundings, Behemoth did a quick scan as they moved on.

"I see quite a bit Mac, for example the dozen plus folks watching our every move, you'll need to be a little more specific."

"Specific, awright then, lets talk ratios. How many a those dozen er so are female?"

Behemoth frowned slightly, annoyed that he hadn't noticed, but know that Mac mentioned it...

"Ratios...five to one...five mares for each stallion, when the hell did that happen?"

"That," Mac replied with a faint smirk, "Is a very good question. Didn't happen all at once, just seems that every year, there are a few less fellas around town."

"How very odd..."

His instincts were murmuring that this was more then just odd, but he chose to ignore the sense of faint unease this revelation was causing for now. His eye continued to wander on autopilot as his mind mulled the issue over. It never stopped, constantly drinking in every varied detail just in case any of it proved useful later. Or, as it did in this case, proved useful right now. His eye caught something, drawing his focus to a razor point. He looked away three seconds later.

"That's her place, isn't it, end of the road, house on the left, large front window facing us, right?"

"Uhh, yeah," Mac relied, a little surprise evident in his voice, "how'd you-"

"Keep walking, turn right, don't slow down, don't even look in that direction."

The sudden lack of any emotion or inflection in Behemoths almost whisper quiet voice startled Mac, quickening his pulse with a sudden jolt, even though he had no idea why.

"Wait, what're you talkin abo-"

"Please, Mac, I'll explain, but for now, just do exactly what I say...turn right. Now."

He looked at his cobalt companion, and for the first time in...hell, years, Mac felt something that just maybe, possibly might have been a twinge of fear. There was something different in his friend, something off, something...wrong. For a split second, Mac could've swore the figure next to him wasn't Behemoth at all but somepony...someTHING else. He did exactly as was asked, turning right, not slowing even a step, and he dared not even glance over his shoulder at the home they were passing.

"Okay...there, a left into that alley, between the third and fourth homes, don't break stride."

Behemoths voice was barely a whisper, but somehow clear and crisp even over the increasing wind. Mac turned as instructed, stepping off the main street, Behemoth two steps behind him. As soon as they were out of sight, Mac whirled around to face his friend.

"Okay, just what the hell was all that about?!"

The look on Behemoths face was...blank. No emotion what so ever crossing his face. Whatever was going on, whatever was about to happen, Behemoth looked...calm. Ready, willing, and maybe even, deep down, enthusiastic. He was, at least part of him, looking forward to this.

"Should've known...no way a group that size would give up that easily...no, they're organized...they planned this..."

"Dammit B, what the hell is goin on?"

With a nod to himself, Behemoth turned to his crimson friend.

"The mob I told you about, the one I interrupted attacking Derpy? At least three of them are there right now, waiting for her to come home."

"Wait, how could you know-"

"Second story window shattered, scorch marks on the frame and melted glass means it was done with magic. There's no ledge outside the window, so that means it was blasted open for a pegasus. Front door, hit so hard both lower hinges came clean out of the jamb, solid wood door hit hard enough to crack it to the core. Saw the one who did that. Stallion, big, big as you. Thinking he was sneaky watching from the corner of the main ground level window...thought he was hidden, he was wrong..."

"...You saw all that in five seconds?"

"Three."

"What?"

"I saw all that in three seconds."

"Well, shouldn't we get some help, I dunno, from the guard, ain't this their kinda thing...?"

"No, by the time they could get here, those bastards would be long gone...no, I need answers, I need to know why they're coming for her so hard...and one of them is going to tell me."

Behemoth sighed after his response, shaking his head.

"Listen, Mac, you're not a fighter, I'm not going to ask you to-"

"Damn straight I ain't a fighter, I'm a damn farmer. Haven't raised a hoof in anger since we were younguns..."

Mac closed his eyes, slowly shaking his broad head, looking...weary, for lack of a better word.

"But shut up about that, I just got you back, no way in hell I'm lettin you go in there alone...just...just tell me what you need me to do."

- - -

Five minutes later, they came out of the alley. Mac was leading as they moved back up the street. The wind was howling now, driving rain sideways down the wide boulevard, rattling the panes in the windows they passed, roaring up under the overhanging eaves. They were in no obvious rush, moving at the same rolling gait that had been since leaving the farm. Mac hesitated at the door, glancing over his shoulder and whispering to the figure a few steps behind him.

"You sure about this?"

Behemoth nodded once, silently.

Mac turned to the door and took a deep breath, steeling himself. With no fanfare he threw his shoulder against the already compromised door, the impact of his powerful frame smashing it off its last over burdened hinge.

The door hadn't hit the ground before Mac was moving, he stepped in and immediately turned, lowering his head and charging straight at the huge grey stallion that was already coming at him. They hit with a huge, meaty thud, and proceeded to attempt smashing each other into the ground. The floor creaking under their weight as they laid into one another, trading a series of brutally powerful blows, blows that could've crushed the bones of any smaller opponent with a single strike.

Behemoth stepped into the doorway his friend had just left, eye already fixed on the pegasus that had leapt into flight as soon as the door slammed open. Airborne, she came down from where she had been lying in wait at the top of the stairs, looking down on the front door.

"Flying was a bad move darlin..."

He used her momentum against her, a black tipped wing shot out, adjusting her trajectory just a few degrees...and ending her ill fated attack by sending her head first into the door frame with an audible crack.

"...No room to maneuver in here."

He glanced over to see how Mac was fairing, but movement in the adjoining kitchen caught his eye. A hefty unicorn stepped into view, his horn already glowing with magical energy, eyes filled with murderous rage, fixed on Behemoth.

"Aw fuck..."

Behemoth was already moving as the first blast of coalesced energy shot across the room, missing him by a hairs breadth, burning a hole in the wall with a brief flame and a puff of smoke. He swept up the ragdoll form of the pegasus at his feet, spinning her around, pulling her up into the path, shielding himself with her body. Three darts of magical energy shot into her back, between limp wings. She cried out from the first, went rigid from the second...after the third, she was dead weight.

Taking this opportunity, Behemoth charged, his impromptu shield taking another two hits before Behemoth used it to drive the caster into the kitchen wall, the unicorns head connecting hard enough to shatter the decorative tile, and drop him in a heap.

"Well...that works..." Behemoth observed his handy work with grim satisfaction.

"YOU!!"

Behemoths head snapped to his right, his one good eye locking onto who had just spoken. He was sickly thin, coat a dusty, dirty pale yellow. Narrow set, rat like eyes, an unnatural shade of green, wide in alarm beneath the snapped off nub of a horn.

"YOU!!"

Rat face didn't respond, instead, the truncated stump of a horn began to ooze and drip with magic, fat drops of multicolored essence hitting the floor boards and sizzling, eating into them with raw, unchecked power. Rat faces disturbing eyes vanished, replaced with glowing orbs literally flaming as he drew on an obscene amount of power, without a horn to direct it, or any care for controlling it.

"MAC, GET DOWN!!!!"

Behemoth threw himself back out into the living room, propelling himself out of the way with a frantic beat of powerful wings. He tumbled in the air, flight barely controlled, and slammed full force into Mac, momentum carrying the two of them through the large picture window and out into the storm amidst a rain of shattering glass.

The room suddenly grew brighter, and the large grey stallion, bruised and battered by Mac and suddenly finding himself alone, turned towards the glow, dazed and confused. A roar of uncontrolled magical flame seared into the living room,tumbling and boiling around itself, charring the floor, paint melting and peeling off the walls from its faintest caress.

The grey attacker didn't even have time to scream as it engulfed him. His massive, powerful form reduced to a dessicated, withered and charred husk in less then a second.

Half covering his friend, wings splayed over him protectively, Behemoth watched the blast surge out into the night, dissipating scant inches above their prostrate forms as they lay amid the mud and glass, close enough to singe them. There was no heat, just the overwhelming stink of ozone. The magical detonation was powerful enough to create a storm-free bubble, vaporizing the falling rain and countering the wind. For several seconds, the two friends lay there stunned, in an artificial bubble of quiet, before the storm reasserted itself.

They stood shakily, both covered in new lacerations and bruises from the fight and flight, Behemoths still not healed previous injuries screaming from the new abuse. They limped back inside.

Behemoth took stock, noting with clinical detachment the wide charred path through the main room, the crushed and destroyed furniture, the three charred and blackened corpses fused to the floor. Cautiously, he peeked around the corner into the kitchen. It was empty, the door leading out into the back yard slamming in the wind.

He stepped out behind the house, strong wind and pouring rain lashing at him as soon as he did. There was no sign of rat face. The storm having destroyed any trail he might have left in his escape.

Something caught his attention. A scrap of fabric, just big enough to be tied around a neck, pinned to the fence by the wind. Pulling it from between the slats, Behemoth examined it. Roughly made of cheap, low quality cloth, it was black, with a crudely stitched, but still identifiable bright green celestial sun emblazoned across it.

"This is...problematic."

He tucked it away under a wing and stepped back inside, closing the door behind him, moving back into the living room.

Mac was standing, bloody and battered, over the withered shell that he had been fighting just a few minutes before. His eyes fixed on its pitiful, wrecked form. Behemoth had seen this look on others before...more times then he cared to recall. He stopped in the kitchen doorway, knowing that getting any closer to Mac right now would be a very, very bad idea.

"Its over Mac, its done, the fighting's done."

Mac slowly shook his head, his eyes never leaving the charred corpse. "No. It's not over. If they're willing to do this, to their own...it's not over...not by a long shot...

- - -

It was several hours later. He had disposed of the charred remains and headed back to Fluttershy's. His late arrival and disheveled appearance prompting her to give him a stern...and strangely apologetic talking to. They had shared a simple yet delicious dinner, before calling it a night. Fluttershy heading into her room, Behemoth stretching out on the couch in her living room as the storm raged on outside.

He'd just settled in, laid back and comfortable, when a familiar tingle ran up the back of his neck. His eye opened, a silhouette standing half obscured between this room and the next caught his attention. He knew it was her before the bolt of lightning cast the room in harsh monochrome for a split second, long enough to see the blanket draped around her shoulders, and the way she was shivering, cringing with each rumble of thunder. Each crack of lightning. She spoke quietly, her voice quavering.

"M-Mr. Behemoth sir...I...don't really like storms...could I...I mean, if you don't mind...could I maybe..."

A second bolt of lightning cast her in stark relief, causing her to let out a cute little squeak, and showed she was blushing profusely, staring intently at her own hooves. As the darkness returned, she looked up, making eye contact with him from across the room.

"Could I...sleep in here, with you?"

He didn't respond, the wind driving the rain against the window behind him in sheets. A single wing raised away from his flank and he moved farther back onto the couch, making room for her.

"Oh...umm...thank you..."

She crossed to him, her pace quickened a bit by the next crash of thunder, and slipped onto the couch, pressing herself back against him as he brought his wing down, wrapping it around her gently. Her shivering faded away, and before long her breathing had become deep and regular. She had already fallen asleep, snuggled against his chest, the storm apparently not bothering her quite so much anymore.

He gazed down at her sleeping form. The way she looked. So peaceful, so serene...it tore him apart...this was what drove him, it was why he fought. Not duty, or honor, not for the glory or respect, not out of some cannibalistic drive to sacrifice or mindless wish to appease some mythological "greater good". He fought because he CHOSE to. Because he wanted to live in a world where THIS, was the norm, not the exception. And Luna have pity on anything who stood against him, for he would show none.

It invigorated him to see genuine...goodness such as this, in a world where he knew real evil was hidden just under the surface. It twisted and yanked at his insides...and vindicated the last twelve years of blood, fury and death. He WOULD make the world into a place worthy of the kindness Fluttershy had shown a stranger, worthy of those he loved...no matter the cost. Because he CHOSE to do so.

~I'm coming.~

Two simple words, heard plainly as if whispered into his ear, but there was no sound. He smiled as a faint scent of ozone reached his nose. His brooding introspection fading, a half smile cracking the stone of his dour expression.

With a sucking pop of displaced air and a dim flash of light, a long legged, feminine figure appeared in the room, as dark as a perfect midnight and infinitely more lovely. The over pressure caused by the bubble she'd brought with her causing a faint breeze, enough to ruffle the curtains and cause the figure sleeping against his chest to mumble adorably in her sleep. He spoke quietly as she turned to face him.

"Good mornin beautiful."

Luna mirrored his smile, her eyes twinkling like one of her most splendid night skies.

"Good morning soul eater...am I interrupting something?"

She spoke quietly out of consideration, a hint of humor in her voice as a brow arced playfully over a breath taking turquoise eye.

Behemoth chuckled a little as he rose from the couch, being careful not to disturb Fluttershy, tucking the blanket around her as he crossed to his Princess.

"Nah, she just dosen't like the storm."

"Mmm, poor thing..."

She leaned up, wrapping her fore legs around his neck, pulling herself up nose to nose with him. She planted a series of quick gentle kisses along his jawline, before meeting his lips with her own. Their kiss was slow and deliberate. Neither of them wanting to rush. An almost electric tingle ran through Behemoth as it always did from her touch. He didn't know if it was because of her magic, or because of her being...her. It didn't matter. After a few seconds, she stepped back hesitantly. Her cheeks were showing a little color, her breath coming just a little faster as she met his eye with a smile that he mirrored.

"So, what business brings you all the way out here this early in the AM?"

Her smile faded a bit, just enough to leave her eyes.

"Business? What if I came here for pleasure?"

"That would be great...but I know you too well, somethings happened, and its bad if it got you back out here so soon."

She sighed, mildly annoyed at how easily he managed to read her. Over a millennium of experience over him, and still he read her like a book.

"Besides," he said with a roguish smirk, "The sooner we take care of business, the faster we can move onto the more...entertaining uses of our time."

She couldn't help but laugh, his cheesily suggestive lines could always be counted on to cheer her up a bit. It didn't last long, but it was a nice reprieve.

"Lets step outside to talk, let her rest."

Luna nodded towards the couch, then turned and headed out into the night. He followed and watched, impressed, as the storm abated before her, as if the rain and wind itself were bowing to her strength. As the storm railed on, she stood on the rain slicked path leading to Fluttershy's door, a several yard wide bubble of calm moving with her.

"That's a neat trick..."

Walking out to join her, his hair stood up a little as he passed into that bubble, as if from a static charge. As soon as he was inside, the sound of the storm was gone, like a speaker shut off.

"There, now we can talk without distraction."

She sighed, shaking her head, and turned back to him, one corner of her mouth pulled up.

"Well, there's no other way to say it, they're gone. All of them."

He looked on in silence for several seconds, then moved up to stand next to her, his gaze shifting out to roll over the storm wracked town.

"The prisoners, the ones from the mob."

His response was a statement, not a question. Flat and emotionless, doing a passable job of concealing his fury at this latest turn of events.

"Yes...I went down this morning to begin questioning them. Every last cell was empty. The guards on duty didn't see or hear anything all night. All the cells were unlocked, intact. Someone let them out..."

Behemoth nodded slowly, she could feel the rage radiating off him like a heat wave as he watched the flickering lights in the distance.

"That means someone high up...someone who knows the Citadel...a guard, most likely...a traitor in my ranks..." He corrected himself, "in their ranks..."

"Yes, that seems most likely...something else, at the end of the cell block, they had painted a symbol...crude and poorly done, but it was a field of black, with a-"

Behemoth cut her off, pulling the scrap of cloth from under his wing, holding it up for her to see, as he finished her sentence.

"A bright green Celestial Sun across it..."

She took it from him, a deep frown etching across her gorgeous face as she studied it with open concern. Behemoth responded to her question before it could be asked.

"Some of the stragglers of that mob were waiting at my sisters home...including the bastard that attacked her. That was left behind by him."

"Where are they now?" She asked, even though she suspected she already knew the answer.

"The rat bastard disappeared, the other three are dead."

She studied the crude symbol in silence for several moments before she responded.

"What do we do now?"

He turned to her, one golden eye flashing as it reflected the brightness of a lightning bolt silenced by her magic.

"We wait, and do the only thing we can while we wait..."

- - -

Fluttershys front door was knocked open by Luna's rear, she backed across the room, pulling Behemoth with her, their lips locked together fiercely. The gentleness of earlier a distant memory, tongues entwined as she guided him, backing up into the kitchen. The table bumped out of the way in her haste. She bit his lower lip then pulled away, grinning as she pushed him down, his broad back settling on the kitchen floor.

"I need this, its been too long..."

Standing over him flushed, her wings beating in uncontrolled skips and jumps from her anticipation. He smiled up as she stood over him, and rolled quickly up onto his knees. His forelegs wrapped around her tight rear, pulling her forward briskly.

"Mmm, five whole days, far too long..."

After this he fell silent, kissing and licking her trim, flat stomach, slowly working his way lower inch by achingly slow inch. Her back arched and she leapt up, throwing her legs over his shoulders, crossing them behind his back, enshrining his head between her toned thighs.

"Ohh...you're so much better at this then the other guards..."

He laughed at this, drawing a moan from her as he flicked his tongue along her lips. He worked it along her waiting sex, long and agile enough to run it back and press against the little island of flesh between her two holes. This drew another gasp from the writhing deity. She threw her head back and forelegs up, bracing against the ceiling. Her wings spread full and wide, twitching in time with her racing pulse.

"Uhhhnn...you magnificent bastard, don't stop..."

Stop. No, that wasn't very likely. The way those taut thighs clenched along his neck, the way she moaned as she ground herself against his muzzle. The taste of her, tingling on his tongue, his lips, a semi electrical buzz emanating from her. He set his tingling tongue to work, as trained and practiced as the rest of him. Twirling up into her, the breadth of it spreading her lips before its implacable advance, coaxing a jolt of ecstasy from her svelte form. Pulling it back, he teased it around the dainty nub of her clit in quick strokes, coaxing it out, firm and proud, glistening with his saliva and her own juices.

"Yes...yes, just like th-"

"P-princess Luna, is that you, umm...why are you in my kitchen in the middle of-"

As Fluttershy came around the corner, sleepily rubbing one of her beautiful green eyes, the events taking place in the middle of her kitchen stunned her into silence. Everything stopped, as if some force had hit the pause button on the two entwined lovers. The two beauties stared at each other in equally stunned silence, the only sound for several seconds was Luna's heavy breathing.

Fluttershy's confusion and shock faded first, and she recoiled, looking away, shielding her eyes and quickly turning a deep shade of red.

"Oh! I uh....I'm sorry I didn't mean to interrupt I'll just... wait outside until you two are...done, I'm sorry I..."

She started backing away, almost tripping over her own tail in her haste, still looking away as she did so. A strange look came over Luna, and she disengaged herself from Behemoths face and began following. She glanced back at Behemoth on her way out of the kitchen as he was pulling himself up, an odd, almost predatory smile on her face.

"Wait here, but don't get too comfy, I'll be right back."

Not quite knowing what to expect next, he shrugged to himself and took a seat at the table. He could faintly hear the two ladies speaking softly in the next room, but it wasn't being said to him, so he made no attempt to listen in.

After a few short moments, they came back. Luna leading the way, a reluctant Fluttershy following along. She was still blushing, but actually made eye contact with him as she entered, even giving him a little, uneasy smile.

"I apologize miss 'Shy, we got a little...enthusiastic, sorry to have woken you."

"Oh...umm...th-that's okay, I was just a little...startled by seeing you...and Princess Luna...ummm...in m-my kitchen..."

Her current shade of red deepened a little, and Luna stepped back, putting a reassuring leg around the smaller mare, looking down at her affectionately.

"Yes, she was just a little surprised is all..."

The Lunar goddess/princess looked over to Behemoth, not quite able to hide a grin of victory.

"But...there is something she'd like to know...isn't there dear...?"

At Luna's not so subtle goading, Fluttershy's glance shot back and forth between the stallion at her table and her own hooves. With a deep breath, she worked up the nerve to speak.

"I was wondering...i-if you don't mind, that is...if I could maybe...umm...join you?"

Behemoth stared at her in dumbfounded silence. Whatever he had expected from the demure, sweet and gentle pink maned mare, this didn't quite make the list. His one eyed gaze slid over to Luna as she watched him intently, one eyebrow arched, and the hint of a smile playing across her lips.

~How in the bearded fuck did you talk her into this one, beautiful?~

"...Well, Behemoth, what do you say, think you can handle both of us?"

~Holy hell, how could I say no to an opportunity like this...?~

As it turned out, he was willing to give it a shot. He stepped forward, towering over the second kindest soul he had ever known, and slowly sank to his knees, bringing himself down, face to face with her. He reached out, gently raising her chin until she finally was looking him in the eye.

Without a word, he leaned in, kissing her softly, slowly, not wanting to startle or frighten her away by being too rough...at least not at first...but distracting her just enough that she didn't notice Luna, moving as fluidly and silently as a feline, slip around behind the unsuspecting pale yellow pegasus. With a quick blurt of magic, Luna tugged that luxuriously long pink tail up and out of the way, causing Fluttershy to jump and gasp...a gasp that turned into a drawn out moan as a thousand year experienced demi god wasted no time diving into her lovely mound tongue first.

Behemoth knew first hand just how talented Luna was, the things she was capable of with that mouth, the things that tongue could pull off...he knew what Fluttershy was experiencing as he watched her eyes roll back into her head and her mouth loll open. Obscenely erotic wet slurping came from the two of them, the Princess delving into the smaller mare enthusiastically from behind, driving adorable squeaks and moans from her.

Luna pulled back just as 'Shys legs started to wobble, a faint whimper slipped out as the amazing sensations ceased. Luna, however, was just getting started.

"I have something...new to show you..."

Luna grinned, subconsciously licking her lips, relishing the taste of Fluttershy as she spoke, her horn glowing, growing brighter as she worked her more literal magic.

"Hmm, what're you...oh...oh wow..."

Behemoth looked down to see the length of his stallion-hood and his pendulous balls engulfed and surrounded by prismatic magical essence, it puffed around him like smoke, tendrils of it curling along his length almost as if it had a mind of its own.

"Oooohhhhh...that's amazing..."

It felt like nothing he had ever encountered before. It was like he was buried in...analogies failed him. It was strangely warm and cold at the same time. And it tingled, the sensation making the short cropped hair on the back of his neck stand on end.

"You haven't seen anything yet..."

Fluttershy was watching the magic work along his engorged shaft. Her eyes were glued to his erection, and she didn't notice the magic glare growing in intensity, or the way the scent of ozone had over ridden all others in the room. No, she was focused, almost entranced by the way he throbbed, the way the shaft leapt slightly with every beat of his pulse.

Behemoth however, was more interested in the magical bubble coalescing around Luna's hind quarters. He watched, speechless, as the glow faded, revealing her clit growing longer and thicker, becoming a perfect carbon copy of his cock, slowly swaying, drooping between Luna's long, shapely legs. Every vein and bulge of her new shaft, every crease and fold in her brand new scrotum a perfect mirror of his own.

"...Well...that's new..."

Smiling wolfishly, Luna stepped forward, slapping her new dick down on Fluttershy's back, causing her to yelp in alarm and whip her head around sharply. Luna could feel 'Shys wetness as she pressed newly grown balls against her healthy rear.

"Ohh...ohh my, is...is that a...but, how...where...?"

Apparently Luna wasn't feeling very chatty, answering by leaning back, drawing her new appendage slowly off of 'Shy, the length of it rubbing along the base of that long pink tail as the head slid lower, running over her full cheeks before coming to rest against her dewy lips.

"P...princess...please, I don't...don't...be gentle..."

The last two words were almost a whisper, but Luna was more then happy to oblige. As Behemoths intact wing came forward, wrapping his erection in a feathery grip, its doppelganger barged into Fluttershy's inexperienced quim, causing the adorable pegasus to wince at first at the girthy intruder.

"O...ow..."

Showing an incredible level of restraint with her new equipment, Luna stopped, just long enough to let Fluttershy's discomfort fade into a quickly spreading sensation of heat and pleasure. She grinned.

"Are you ready for your Princess' royal cock now, dear Fluttershy?"

Blushing at such blatant verbiage, Flutters lowered her head to the ground, hiding her face behind her hair, her only response a high pitched squeak. Luna, it would seem, took that as a yes.

Luna began thrusting into her willing subject, Fluttershys pussy snapping around her new cock tight as a glove, pulling her, sucking her in deeper with every thrust. Luna threw her head back and let loose a loud lustful moan. She didn't use this magic often, but of all the times she had, this was the best. So tight, so wet, squeezing her firmly, not wanting to let her go each time she drew back. Behemoth kept pace, working his own dick in time with its twin as it drove muffled squeaks and moans from Fluttershy. The front of her body laying on the wooden floor, her ass sticking up in the air, presented for Luna.

A tingle ran up Behemoths back, and he realized that from where she was lying, Fluttershy's gaze had locked onto his erection, she was watching intently as he stroked. He smiled as he noticed this, stopping his wings motion, and using it to slowly push his shaft forward, until it was pointing straight at Shys face, still half hidden behind the pink cascade of her mane.

"You like what you see there, little one?"

Nodding, her eyes never leaving its shiny head, she started to crawl forward towards him, throwing Luna's thrusts off for a second, before she caught on.

"Hey, mmm, where are you going...ahh, I see..."

Luna stepped forward with her as she scooted towards him, moving in an awkward bow legged walk in order to stay inside the heaven that was 'Shys snatch.

"Y...you don't have to...do that...alone...I...let me help..."

Once she was close enough, she took over where he had stopped, a pale yellow wing replacing a dark blue. Her wing was trembling a little. Her touch was a whisper, barely there as she slowly worked his length, feathers tickling along the shaft, pointing the broad head right at her face.

"Yes, mmmph, yes Fluttershy, that's right, just like that..."

At Luna's encouragement she sped up, moving her wing along his cock faster, gripping tighter. Hesitantly, her body jarring from the impacts of Luna's hips against her rear, she stuck out her tongue, giving the wide head in front of her a quick, experimental lick in between moans.

"Am I...mmmm...am I doing this right, is this...good?"

She looked up at Behemoth, the deep pools of her beautiful green eyes were wide, gazing up at him for approval as her pert little tongue fluttered back and forth along the rim of his cock head.

"Ohhhh...yeah, that's great, you're doin it...just right..."

The sight of the adorable, timid little mare licking at his cock was mind boggling. The combination of cute and sexy from those amazing eyes sent a bolt of pleasure through him, almost enough to make him cum then and there. He leaned back, the edge of the table against his neck, tearing his eyes away from her, looking up at Luna as she was pounding away.

Luna's rthym was slipping, her thrusts becoming more and more erratic. More and more forceful. She was panting heavily, her legs wobbling, sweat dripping down her neck and back, trickling between outstretched wings. She felt an unfamiliar sensation at the base of her new shaft, her vision blurring and a dizzy sensation started in the back of her head.

Behemoth could see that Luna was getting close, with a smirk, he stopped holding himself back. He looked back down at 'Shy just as she started trying to stuff his head into her mouth, lips at both ends stretching to take identical cocks. As a torrent of magical cum raced from her balls, Luna's shaft bulged, stretching Fluttershy open farther then ever before.

"Ohm muh guhndnesss!!!"

She cried out around the meaty prick in her mouth as she started to climax, the walls of her perfect nether clenching and squeezing around Luna, as she felt the Princess' liquid heat surge into her.

Luna cried out, rattling the glasses on the shelf in her release. Her legs locking, it felt as if her entire being was bring pulled, milked out of her by the convulsing inner form of the mare beneath her.

Amidst their cries, Behemoth went unheard. With little more then a grunt he released. His first stinging squirt hitting the back of 'Shys throat. She recoiled from the first shot in surprise, the following shots criss crossing her beauty with thick ropes of jizm. With a sigh and a faint smile, he observed the sexual carnage in front of him.

Fluttershys left cheek had settled on the floor, her eyes half open, a little trickle of cum dripped from the corner of her open mouth, and quite a bit more decorated her cute face in streamers. Her bountiful ass was still sticking up, Luna still standing behind her, shuddering in the after glow, magically granted erection just starting to soften inside Fluttershy.

"Hmmmm, not bad girls, not too bad at all...that'll do for a warm up, now the real fun begins..."

The ladies stared at him as he stood, watching him as if he had gone crazy, neither either willing, or maybe not quite able to move to dissuade him as he moved around behind his princess, his cock already headed swiftly back to full mast.

With a smile he appraised the royal perfection of the tiny, tight and taut ass on display. He gave its statuesque perfection a healthy slap with his abruptly ended wing, giving that rump a rosy hue and driving a grunt of approval from her, causing her slowly shrinking erection to stop...and start heading in the other direction.

"Mmmmm, I love it when you do that...you're the only one with the balls to strike the ass of royalty..."

Luna looked back over her shoulder, a faint smile tugging at the corner of her mouth. Her lithe, athletic form already recovered from the exertions of just moments ago.

"What do you say dear,"

The princess turned back, two turquoise eyes meeting each other over splayed yellow wings.

"Ready for round two?"

Fluttershy whimpered, obviously not as certain as the other two, but managed a little nod in reply.

"Yes, I thought you might...UHHNN!!!!"

Apparently not too interested in their conversation, Behemoth had taken this opportunity to step up, and with one hearty thrust, bury half of his turgid length in the royal vag from behind.

"Less talk darling, more fucking."

She leaned back, pressing her narrow back against his barrel of a chest. She leaned up, he leaned down, and as they both started thrusting, him into her, her into 'Shy, they shared another kiss. Slow, deep, passionate. Their bodies moved quickly and roughly, hungry for their second release. Hungry for something more, their lips, their tongues, were in no hurry at all. They drank each other, the feel, the taste, the smell of one another bringing them a pleasure easily eclipsing that from their loins.

He pushed her forward, breaking the connection and sending those long, lovely legs down to either side of Flutershy's dazed form. Once his own legs had returned to the ground, any lingering sense of gentleness or sweetness left him. With a fluid roll of powerful hips, he pistoned his cock into her, hard enough to shove her own hips forward, and her magical erection balls deep into 'Shy.

She moaned, her body jerking at the brutal rush of fullness. Her wings beating exhaustedly. In a purring tone Luna voiced her approval.

"Mmmmphh, bastard, give it to me, uhhnn, everything you've got!"

That was all the convincing he needed, without hesitation he slammed into her, the smack of each impact echoed half a second later by the sound of Luna's narrow hips slapping off Fluttershy's more feminine rump. In all her centuries she had rarely, if ever known satisfaction like this. The savage strength of her stallion behind her and the soft warmth milking her new dick as each of Behemoths strokes seemed to push her farther into 'Shy.

Fluttershy, a mass of gooseflesh and moans, was carried over into a ceaseless wave of pleasure. The wave of each orgasm rolling into the next, the after glow of climax rolling smoothly into the next gut wrenching spasm. The world had ceased to be for the pink maned mare, all that existed was the throbbing cock barging into her over and again, the wet tingling running down her legs from Luna's cum and her own juices, and the heady, intoxicating taste of the beasts fresh seed.

Behemoth changed his angle just a bit, and suddenly the firm sponginess of his cock head was butting against her womb with every thrust. With a strangled cry, Luna's whole body convulsed, this sudden new sensation making her whole body contort, twisting with pleasure shed never imagined. She came like a fountain, a constant, several second stream of magical seed spraying deep into Fluttershy, her own squirting soaking Behemoths legs and stomach with her royal ejaculate.

With a grunt, Behemoth felt his own second thundering up from his drooping balls and tried to pull out, surprised to find he couldn't, he was held firm in an almost frighteningly powerful magical grip. Luna looked back at him, eyes half closed, gasping for breath, her whole, perfect body trembling from the strongest orgasm of her long and eventful life.

"No...don't pull out...I...cum, cum in me..."

No response was necessary, they held each others gaze as he emptied himself into his love. When, at long last, he finally had no more to give, his princess collapsed, rolling off of and out of Fluttershy. The magical grip holding Behemoth in place and keeping her magical penis in existence faded, both vanishing like a puff of smoke.

Shakily, he knelt, slipping to the floor between two already unconscious mares. As his exhaustion took hold, his last conscious act was to wrap a wide wing around each of them. Outside, the storm raged on.