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Faloreulia and Shining slowly made their way to Fluttershy's cottage. The stallion had dispatched his entourage back to Everfree Forest to follow their earlier orders and reinforce the local guard. They had been hesitant to abandon their clearly exhausted captain, but couldn't disobey his direct orders, leaving him completely alone with the towering draenei.

Just like she wanted.

In fact, she was the one whispering commands into his ear in the first place. Being able to control the guards so easily through her obedient cumdumpster was already enough to make her cock throb. She wanted to fuck his tight sissy ass again, this time right in front of all of his subordinates, while he desperately tried to explain to them that everything was totally fine and that they shouldn't worry. Now that would be quite a great sight to accompany the already nearly-ecstatic pleasure of railing the little femcolt.

But that would be going too far way too soon. Faloreulia knew she needed to exhibit at least some care when dealing with the inhabitants of this world, or else her plans might be cut short before she even began executing them. She'd learned a lot about Equestria from Shining in the few hours it took them to leave the forest, and her mind was already brimming with ideas on how to use the newfound knowledge to her advantage.

Unsurprisingly, the fabled Elements of Harmony took up most of her attention at the moment. Those strange but powerful artifacts were clearly way too potent for her to ignore. And given that she happened to be near the exact town where their bearers resided, the possibility of confrontation was all too real. And more than just possible, it would certainly become unavoidable if Faloreulia continued subjugating the residents of this world.

Luckily, the initiative was on her side. There could be no better opportunity for her to strike and turn the bearers of the Elements into her obedient thralls. She knew that the home of one of them - a shy yellow pegasus by the name of Fluttershy - was situated away from the town and close to the Everfree Forest, making it the perfect target for her to start with.

She could already see the cottage in the distance, and with each minute it grew larger before her. Faloreulia quietly mused on her plan while her hand mercilessly groped Shining's soft ass. She couldn't do that while the other guards were nearby; but as soon as they were out of sight, her greedy palms had immediately begun molesting the stallion. Faloreulia wasn't used to keeping her hands to herself, after all!

Not even the steel plates of his armor could save Shining's tush from her touch - a special enchantment allowed her fingers to pass right through the metal and attack his unprotected rear directly. The stallion's high-pitched squeaks were music to Faloreulia's ears, blending seamlessly into the sounds of surrounding fauna.

And the closer they came for Fluttershy's cottage, the more sounds there were. Birds were chirping happily from tree branches or swirling leisurely in the air, at the same time as small furry critters ran through the grass near the draenei's hooves. The joyful serenity of the place almost made Faloreulia sad about what she was about to do to its owner. Almost.

She ordered Shining to approach the door and knock while she stood a few steps behind him. The stallion didn't object. If anything, he seemed to be becoming more submissive by the minute, executing her every command to the best of his ability. All those thick loads she'd filled him with were certainly doing their dirty work, fogging his slutty mind with promises of further perverted pleasures as long as he did exactly what she wanted him to.

Knock, knock.

The sharp thuds of Shining's knocks reverberated through the air, disturbing the gentle symphony of nature for a few seconds. Faloreulia used the opportunity to give the stallion's rear one last nice squeeze with both of her hands, submerging her palms deep into his flesh.

She moved back as soon as she heard the sound of approaching hoofsteps, standing innocently behind Shining when the door opened, revealing a cute yellow mare.

"Umm... hello," Fluttershy said, her eyes opening wide at the sight of Shining's face. Her gaze moved to the draenei, quickly making her even more confused. "What... what can I help you with?"

Faloreulia felt her cock twitch underneath her robe. Ohh, how much she wanted to bend this mare over right here and now. Even under her comfy green sweater, the size of Fluttershy's massive rack immediately grabbed the draenei's attention. She'd just hit the jackpot! And that cute face... it almost demanded to be covered in Faloreulia's cockslime.

"Good day, Fluttershy. You're not going to believe what just happened in the forest. Don't worry, I'll explain everything." Shining bullshitted with as much confidence as he could muster. "Can we... um... come inside? This is Falor, by the way," he added, pointing to the draenei, who in turn smiled gently and gave a curt nod.

The dumbfounded expression on Fluttershy's face was an obvious indicator that Shining's short explanation did little to make things clearer. She froze for a moment, her gaze switching frantically between the two visitors. After a few seconds, she turned away, looking inside the house. The door was still mostly closed, not allowing Faloreulia to see what was happening within. She'd hoped she wouldn't need to force her way inside, but she wouldn't have a choice if Fluttershy became too suspicious.

"You can come in," the pegasus finally said as she turned back to the pair, opening the door for them. "I already have a visitor, but... you seem to be in a hurry."

"Oh, thank you," Shining responded, making his way inside. Faloreulia followed near, letting Fluttershy close the door behind them.

"We were just about to have some tea with Rainbow... Shall I brew a couple of cups for you too?

"I wouldn't mind one," Faloreulia answered, startling Fluttershy with her deep voice. The mare nodded gingerly, turning to Shining and waiting for his response.

"Nah, no need. I already... uh... drank quite a lot today."

Faloreulia chuckled quietly, remembering how she unloaded the contents of her balls inside his stomach. No surprise he didn't need a drink after that.

"You got some guests, Flutters?" A new voice sounded in the room.

Faloreulia turned her head to the source... and immediately felt another powerful throb in her crotch. A slim athletic mare in tight shorts and black sports bra walked leisurely out of the kitchen. Her rainbow hair immediately grabbed the draenei's attention. It would feel so nice to yank it while fucking this girl from behind, wouldn't it? And it also served as the critical clue as to who exactly this mare was. There could be no doubt - this was Rainbow Dash, another element bearer, and the perfect mare for Faloreulia to stumble upon. She could kill two birds with one stone right now and get that much closer to fulfilling her plans.

"Hello. Rainbow Dash, I assume?" Faloreulia interrupted, not even waiting for Fluttershy to respond to her friend.

"The one and only! That's me." Rainbow beamed. "And you are?"

"You may call me Falor. I've ended up in your world after an... unfortunate mishap with one of my experiments."

"In our world? Really? Did you come from another dimension or something like that?" Rainbow curiously studied the alien mare.

"Maybe... I don't really know myself. I guess that's one of the things I'll need to figure out."

"Well, this sounds like something Twilight should know a thing or two about, right Fluttershy?" Dash turned to her friend.

"Oh, for sure. And I'm certain Twilight would just love to help you." Fluttershy nodded in agreement.

"Mmm, Twilight, right... I'm definitely going to visit her." If only to see that cute little piece of nerd meat for herself. Faloreulia had learned a lot about her from Shining, owing to their close relationship, and she could hardly wait to go balls deep into the young mare's cunt.

"So... how about I go make that cup of tea for you, and Rainbow can tell you more in the meanwhile?" Fluttershy suggested.

"And brew one for me too, Flutters" Dash added. "You said you'd give me a sample of that exotic tea from the Dragonlands you've got, right?"

"Oh yeah, I did. So you want a cup of that?"

"Yep!" Rainbow responded, turning to Faloreulia after. "So, you ready to learn more about Ponyville?"

The draenei saw Fluttershy merrily strolling to the kitchen in the corner of her vision, the mare's soft bubble butt bouncing a little with each step. As Fluttershy disappeared behind the wall, Falor's attention snapped back to the sporty mare before her.

"Definitely! You said something about, mmm... Twilight, right? She's the most experienced mage in the town, as I understand. Can you tell me more about her?" Falor determined that knowing more about this potential adversary was of the foremost importance. If there was anyone in the vicinity who could challenge her, it would certainly be Twilight. But that would only make it that much more gratifying for Faloreulia to taste the victory. Preferably, by filling Twilight's cunt with her hot seed.

"Twilight... well, what can one say about Twilight? She's pretty cool, I think. Not as cool as me, of course." Rainbow smirked. "But still... she knows a lot about magic, history, that kinda nerdy stuff. She even lives in a library, can you imagine that? I guess you're gonna see it for yourself quite soon, haha. Just remember to put any books you look at back in the same exact place, she gets really angry if you don't do that."

"Seems par for the course for a library."

"Yeah. But Twilight is far from a regular librarian. Well, she's not really a librarian at all, I wouldn't call her that. The library is more of a side hustle for her. She's Celestia's personal student, after all. You know who Celestia is, right?"

"Umm, the ruler of... Equestria?"

"Yep, that's her. Well, there's also Princess Luna, but... it's a bit more complicated with her."

"Yeah... Shining told me something like that." Faloreulia glanced at the stallion. He was standing patiently beside her, listening to their conversation, but not daring to interrupt or inject himself into it.

"Right... and I think he knows even more about Twilight than I do. He's her older brother after all."

"To be honest, at this point I actually begin to doubt that," Shining responded, sporting a somber half-smile. "I haven't seen her much since... well, since she left Canterlot and moved here, to Ponyville. And even before that, we spent much less time together than I'd have liked to. My guard duties took most of my time, and Twilight was immersed in her studies. Both of us left our parents' home in pursuit of our passions. Twilight had special accommodations in the castle, close to the Princess, while I lived in the officer quarters provided by the military. That already made us somewhat distant; and now that Twilight moved to Ponyville... we hardly see each other at all."

"Oh..."

"Well, it's not all that bad," Shining added, seeing the awkwardness on Rainbow's face, "We've started sending each other letters, so we keep in contact for the most part. But... it's not really the same when I can't see her in person."

"I don't know how you have the patience for those letters at all! I'd rather fly all the way from Canterlot to Ponyville than be forced to scribble my words on a piece of paper. And the wait! It takes days or even weeks for letters to be delivered. That's gotta be pure torture."

"It probably would be if I had to wait that long. But luckily, with a little bit of magic it can be done much faster. Well actually, it took quite a bit more than just 'a little' magic, Twilight had to use some very complicated enchantments to send the letters to me through the same channel she uses to contact the Princess, and then to receive my response in a similar fashion. But it works quite well now, so I'm happy about that at least."

How sweet. Faloreulia almost teared up. The least she could do for the stallion was to give him a prime view when she ravages his sister. Seeing Twilight scream in ecstasy while Falor's cum gushes out of her stretched out cunny would certainly raise his spirits.

"I think we're going to visit your sister together very soon, Shining. So you won't have to wait long to see her again," to see her begging for Falor's seed, that is. The draenei casually rubbed her crotch, feeling her shaft harden underneath the robe.

"Yeah, and then you'll be able to discuss all of that boring magic stuff or whatever," Rainbow said. "Which is why it's much better to spend your time right now talking about something that's much cooler!"

"Uhmm... and that is...?"

"Me!" Rainbow gestured to herself, standing proudly in front of the draenei. "Yeah, you heard that right. Twilight might be really good when it comes to all the egghead stuff: reading books and whatnot, but I'm no slouch either. I'm the fastest pegasus in Equestria. No pony can match me in a race."

"Really?" Faloreulia looked skeptical. "It's pretty amazing for me to just randomly stumble upon the best flyer around."

"It is! But maybe it was the fate that guided you here in the first place? A lot of strange things happen around Ponyville, it's a special place for certain."

"Hmm."

"You don't believe me? I could show you how fast I am, so you can see it for yourself. You've never seen anything like it, I swear. Just look at these babies..." Rainbow turned around, stretching out her majestic wings.

Faloreulia watched with interest as Dash's wings slowly unfurled to either side. But her attention was not fully focused on them... It was difficult to keep her gaze away from Rainbow's tight athletic butt and her powerful thighs. The blue mare even pushed her hips back a little, inadvertently showing off her ass before the draenei.

"Those are... pretty amazing," Falor said, barely taking her gaze away from Dash's bottom. "May I touch them?"

"Mmm, maybe just a little. They're real sensitive."

"I'll be very careful." Faloreulia took a few steps forward, approaching the pegasus from the back.

"My wingspan isn't actually the largest, but it doesn't need to be." Rainbow paused for a moment when she felt Faloreulia's fingers slide along her wings. "The ratio between your wing strength and your mass is much more important."

"Mhmm, so you have to keep your weight low to be able to fly faster," Falor commented while she tried to slowly move her touches lower, grazing Rainbow's wings with her fingers, but also moving her hands ever closer to the mare's lower back.

"You got it! And that's the hardest part. You've gotta build muscle to reach top performance, but that also adds weight to your body, which might actually make you slower in practice. You need to have just the right amount of muscle in just the right places to reach this level." Rainbow raised her arms, boastfully pointing to herself again.

"No doubt." A tinge of sultriness appeared in Falor's voice. "I can feel it under my fingertips." She became more brazen, sliding her hands along Dash's sides until she came to a stop at the mare's hips.

"And these abs..." she continued, inching her fingers to Rainbow's belly. "Are they necessary for flight or..." She traced her palms over the uneven terrain of Dash's stomach, enjoying the feel of her smooth flesh and firm muscle underneath.

"For sure. Core strength is crucial." If Rainbow was at all disturbed by Falor's increasing handsiness, she didn't show it. It seemed like the draenei's praise was more than enough to keep her comfortable. "It might seem like the wings are doing all the work, but I guarantee you, if you actually somehow got my wings and tried to fly or even just hover, you'd be hanging like a limp noodle in a manner of minutes. Wings might get you into the air, but they are not going to keep your body straight."

"Mmm." Faloreulia stroked Rainbow's tummy, pressing into it just a little bit to test the firmness.

"Try it again," Dash said, understanding the draenei's intent.

Falor immediately felt the mare's abs harden under her fingers. Now the only softness was the one of Rainbow's skin. Underneath it, lay an iron wall of clenched muscle. Faloreulia's digits could not even begin to penetrate it, making only a tiny dent in the blue skin.

"Wow." She pressed harder with her hands, ostensibly testing the strength of Rainbow's abs, even though the throbs in her rising erection told a very different story. Falor, too, had a part of her body that got much firmer under certain circumstances, after all, and she could hardly wait to show it off to her new acquaintance.

"And what about the glutes?" She continued, pulling her hands back to Rainbow's hips. "You work on those too, right?" Her thumbs began carefully massaging the tops of Dash's asscheeks.

"Of course. I've got exercises for every muscle group. Glutes, thighs, hamstrings - all of them are very important." Rainbow explained while Falor's hands moved ever lower.

"Feels quite firm," the draenei commented, finally pressing her palms into Rainbow's rear. Falor's restraint was melting by the second, the movements of her hands becoming ever more aggressive. Every instance of Dash's passive approval of her actions was followed by an even more egregious transgression of the mare's personal boundaries. Faloreulia was literally groping her now, lustily squeezing Dash's juicy ass as if it was her property.

"I've got your tea. Sorry for taking so long." Fluttershy entered the room again, carrying two cups full of steaming liquid. There was a light blush on her face, which deepened considerably once she saw what the other mares were doing. "Uh... I'll just leave it on the table."

"Rainbow is just showing me her physique," Faloreulia said, noticing Fluttershy's confused stare. "Right?" She gave Dash's butt a particularly rough squeeze.

"Yep!" Rainbow yelped. "Falor was very interested in my training."

"Mhmm, these glutes are definitely well-developed." The draenei continued shamelessly groping Rainbow's ass right in front of her friend. "Might need to check a bit more, though." She smirked, wedging one of her fingers under the hem of the mare's shorts and pulling on it just a little bit.

Fluttershy didn't really know how to react. Rainbow Dash herself was quite a handsy mare, paying little heed to others' personal space. But it seemed like she'd finally found her match, and now Rainbow herself was on the defensive. What she didn't know was that this merciless groping was only the beginning, one that had already awakened the beast hiding under the draenei's robe.

"You know, I have something special to show you too," Falor said, releasing Dash's ass from her grip and moving her hands back to the mare's hips. It was time for the real fun to begin.

The draenei pressed her crotch into Dash's behind, sandwiching her huge, twitching cock between their bodies. "Can you feel it?" She whispered into the mare's ear.

"Uh... is that a... a snake?" Rainbow asked half-jokingly, not wanting to say what it really felt like.

"Close." Falor chuckled, rubbing her shaft on Rainbow's fit ass. "Any other guesses?"

"Umm... but it can't be..." The idea that Falor actually had a cock and really was just unabashedly pressing it into Dash's backside clearly seemed too preposterous for the mare to accept. And Fluttershy stood completely still beside them, just as confused about what was going on.

"I've got a little clue for you." Falor pushed one of her hands under her robe; when she took it out a couple of seconds later, her fingers were smeared with translucent slime. "Take a deep breath." She raised her precum-covered digits up to Rainbow's nose, almost pressing them into the mare's nostrils in the process.

Dash scrunched her muzzle as soon as she inhaled. The smell was strong and nasty, and even one whiff of it was enough to start clouding her mind.

"Now open your mouth." Falor stroked Dash's lips with her slimy fingers, leaving a thin layer of pre behind. "Don't worry, it's good for you."

Rainbow didn't want to open her mouth. Or at least she thought she didn't. The smell clearly indicated that this wasn't something she'd want inside of her. And yet... she also felt a strange, rising urge to taste the stuff. To find out just how foul it really was.

Faloreulia's fingers ran gently along Dash's lips, coaxing her into opening them up. The draenei didn't push into her mouth yet; instead, she waited for Rainbow to surrender to her baser instincts, ready to pounce on any opportunity to press the pegasus further into depravity.

It didn't take long. As soon as Dash spread her plump lips apart just a little, Faloreulia pushed her wet digit inside. Immediately, Rainbow felt a powerful throb in her nethers. Her brain might've needed some more time to figure out what she'd just sampled, but her aching pussy recognized the taste of a virile cock in an instant.

"You like it?"

Dash didn't give an answer. But the way her tongue curled around Falor's finger, collecting all the precum from it with the hunger of a depraved whore told the draenei all she needed to know.

"Good girl. And I've got a lot more in store for you." Faloreulia pulled her finger out of the mare's mouth. She proceeded to casually wipe her spit-and-precum-covered hand across Rainbow's face. "Wanna see it? Haha, why am I asking? Of course you do."

A moment later, the towering draenei was pushing the pegasus down, forcing Dash to lower herself to the floor. "Get on your knees, slut."

Fluttershy gasped. She was looking in shock upon her friend's degradation, completely powerless to do anything about it. The situation escalated much too quickly for her to even comprehend just how deep in trouble they both now were.

"You too." Falor looked sternly at Fluttershy, pointing down with her index finger.

"Uh... please... what are you..." The mare mumbled incoherently, taking a small step backward, away from the intimidating draenei. Her eyes shifted around rapidly as she desperately searched for an escape. Fluttershy's gaze stopped on Shining for a moment - the stallion stood in place uncomfortably just like her. He appeared to be similarly dumbfounded by the hectic course the events took, but... he didn't seem to be as scared as Fluttershy was. For a moment he even appeared... excited?

A sudden flash of light illuminated the room; Fluttershy saw arcane energies swirling around Falor's hands. The pegasus felt her limbs unexpectedly stiffen as her whole body was lifted off the floor, levitating slowly but steadily towards the draenei.

Fluttershy stared wordlessly at Rainbow, who didn't even seem to notice her friend's distress. Instead, Dash's full focus was on the massive bulge at Faloreulia's crotch. She looked completely mesmerized by it. Her muzzle inched closer and closer to the protrusion in the draenei's robe and her nostrils flared as she tried to inhale as much dick stench as possible.

Fluttershy was brought to her knees beside her friend, her face just a few inches away from Falor's musky crotch. The draenei grabbed both of the mares by their heads, pushing her fingers deep into their brightly-hued manes. And a moment later, she roughly pulled the pair into an intimate three-way hug with her cock.

Even through the fabric, Fluttershy could feel the distinct shape of that huge, vile dick. Its nasty smell assaulted her delicate senses immediately, the potent musk hitting her brain like a hammer. The world around became hazy as everything besides the throbbing length in front of her face was quickly relegated to the background.

Falor began undoing her robe. Both of the mares underneath her kept diligently sniffing her cock even as she removed her hands from their heads. "Hang it on the rack." The draenei said after she removed her covering, throwing it to Shining. While her servant set off to do her bidding, Falor turned back to her new 'friends'.

The draenei had been fully nude underneath her only article of clothing. That was something that both Fluttershy and Rainbow knew instinctively and now the evidence was right in front of them in the form of a massive, drooling horsecock. The mares recoiled a little when the fabric of Falor's robe was dragged away before revealing her bitchbraking tool in all its glory. But now they were inching closer again, guided by their needy marehoods. It was clear that neither of the two had ever been in such close contact with someone of Falor's virility. They looked completely captivated by the huge shaft that was certain to soon be violating their pretty young bodies.

Faloreulia didn't know what exactly was going on through the mares' heads as they stared worshipfully at her erect cock. What kind of complex internal forces had guided the pair into sitting so submissively on their knees despite the draenei's completely unabashed depravity? Really, Falor just didn't care. The thoughts of stupid cumpdumpsters were of no concern to her as long as they understood their place.

"You want this, girls?" Falor gripped the base of her shaft, waving it before their faces.

Rainbow murmured appreciatively as she tried to boop the draenei's meatstick with her muzzle. Fluttershy just watched with wide eyes, still paralyzed by fear and perverted fascination. She licked her lips unwittingly while the nasty stench of Falor's cock filled her lungs.

"Give my dick a nice deep kiss, slut." Faloreulia commanded as she pointed the tip of her shaft at Rainbow Dash. The bulbous cockhead was smeared profusely with precum, and the thin vertical slit released more and more globs of the viscous liquid with each throb.

Fluttershy stared in both disgust and amazement as Rainbow obediently moved closer, pressing her pretty blue lips to the slimy tool. It wasn't just a small chaste kiss either. Rainbow made out with Falor's cockhead as if it was the love of her life, hungrily slurping up all of the nasty goop from its surface.

"And what are you waiting for?"

Fluttershy almost jumped. She looked up at the draenei pleadingly, wordlessly asking for something that she herself did not know.

"Your tongue should've been on my balls ten seconds ago, whore." Faloreulia spat on Fluttershy's face, leaving a long string of spit lying across the mare's muzzle. "Now get to work." She grabbed the pegasus's head, pushing her face-first into the sweaty nutsack. "And make sure to get a good taste so that you remember it well."

It wasn't so bad. Or at least that's what Fluttershy tried to tell herself. Yet the nasty smell of the draenei's balls was almost suffocating. It seemed as if nothing passed through her nostrils except for the revolting rank of Falor's sweaty junk. She wasn't sure if that terrible substance she was forced to breathe could even be called 'air'. This was nothing short of a full-scale chemical attack, all with the goal of turning her into a needy, trembling slut, ready to fulfill every depraved command of her new mistress. And all the while she could hear the loud wet slurps over her head - sounds of her childhood friend french-kissing Faloreulia's filthy cockhead.

Rainbow cleaned up the tip with gusto, lapping up all the additional pre that was released from the slit with equal fervor. She placed long, broad licks all along the wide expanse of Falor's cockhead, leaving it shining with her spit.

"Good job, slut. But you'll have to work harder if you want to get my approval."

Rainbow looked up, submissively nodding her head in rhythm with the movements of her tongue.

"I'll fuck your needy cunt, but only if you can swallow my whole length first." Faloreulia gripped the mare's multi-colored hair. "You got that, bitch?" She spat on Dash's face.

The pegasus nodded again, showing her submission by placing another kiss around the draenei's cockslit. A kiss that quickly transformed into blowjob once Falor started steadily pulling the mare in. Rainbow had to stretch her jaws wide to take in the full meaty girth of Faloreulia's dick. But that was just the start. Once the first few inches were inside Dash's mouth she quickly understood how dire her situation really was. Her mouth already felt stretched to the limit, yet Faloreulia's crotch still seemed so far. There was no way she could fulfill her task without help.

Luckily, Falor was always ready to lend a hand. She grabbed Rainbow's head with both of her arms, forcefully spearing the mare's throat with her huge cock. The draenei sighed in pleasure while tears of strain welled up in Dash's eyes. As inch after inch submerged inside her mouth, Rainbow's face became more and more strained. She began gagging and coughing, spewing out thick wads of dickspit around Faloreulia's shaft. Some of that nasty liquid landed on Fluttershy's pink mane, forming filthy, sticky webbing on top of her head.

Fluttershy heard her friend choking on Falor's disgusting cock, but there was nothing she could do about it - she had a task of her own after all. Just like the draenei commanded, she swished her tongue around the surface of her mistress's ballsack, thoroughly examining its rancid taste. She was sure to remember the distinct flavor of Falor's sweaty nuts for a while, but she would certainly get regular reminders in the future too. After all, Faloreulia can't just let her bitches forget the taste of their master.

The draenei continued pushing Rainbow down the length of her cock. Its thick girth strained the athletic mare's jaws, and that wasn't even the worst of it. The sheer mass of maremeat that Falor had forced into Dash's mouth was astounding. It stretched her throat, forming a distinct bulge in her neck. And that bulge was growing with each second and moving invariably down to the mare's stomach, following the path that Faloreulia's dick was taking.

Rainbow's arms hung limply by her sides by the time her lips passed the medial ring. She had resigned her throat to the fate of being Falor's personal fleshlight, simply coughing and retching as her body demanded, no longer able to put together coherent thoughts. Her vision blurred as her eyes filled with tears, and each second, the draenei's lavender crotch grew closer while the pressure in her throat increased.

Even for an experienced athlete like Rainbow Dash, this was a serious challenge. Falor's rough oral examination had revealed a flaw in her training regiment - she did not spend nearly enough time learning how to deepthroat huge draenei horsecocks. Not surprising, given that she lacked both the proper tools and a proper teacher. But with Faloreulia she now had both, how lucky! There was a massive horsedick for her to suck, and a strong commanding draenei that would teach her to do it, regardless of whether Dash wanted it or not~

"Almost there..." Faloreulia commented as the pegasus's face neared her crotch. There was still an inch or so left to go, but Falor had a plan for that. She suddenly pushed her hips forward, slamming her pelvis into Dash's muzzle and hiding all of her whole shaft inside the mare's mouth. "~Aaaah~," the draenei sighed blissfully.

Rainbow coughed and gurgled, huge globs of dickspit flew out of her mouth and nose, much of it landing on her friend's head underneath. The nasty liquid descended down the Fluttershy's face in rivers, covering her cheeks in shining drool-gloss. As if the poor mare didn't have enough trouble with Faloreulia's musky ballsack already! Not only did she have to choke on the stench of the draenei's nuts while cleaning them with her tongue, collecting the salty sweat and grime from their surface; but now a vile mix of spit, precum and Celestia's knows what else had smeared her face, giving her a direct insight into the daily life of a public urinal.

Finally, Falor let Dash pull away, leaving the mare a coughing, crying mess. Despite her state, Rainbow immediately began suckling and kissing the draenei's cockhead, which earned her a few praising pats on the head.

"Good job, slut. Keep sucking it." Falor smiled, seeing Dash's disheveled state. Her beautiful multicolored hair was a mess, strewn chaotically over her head and sticking to her face. Fluttershy got it even worse - her mane was absolutely drenched with filth, reeking of cock to high heavens.

The sight was marvelous in and of itself, and the pleasant warmth of their mouths on Falor's cock was even better. But there was one more thing left... one stupid slut waiting around and not doing anything.

Falor looked at Shining. The stallion was standing nearby, silently observing and enjoying the debasement of his sister's friends. He pulled his hand away from his crotch the moment he saw the draenei turning to him, but to his disgrace she still noticed it. Faloreulia smirked while Shining blushed like a kid caught with his hand in a cookie jar.

"Get to work, boy. My asshole is waiting for your lips, so chop-chop. If you want, you can even pretend that you are kissing your wife, Condense or whatever. Just remember to keep your hands away from that little thing between your legs, or else I might need to punish you~." Falor smiled darkly, making Shining gulp in both fear and excitement.

And then, the draenei looked away, turning back to her pegasus pets while Shining was left to execute his task. He could already see the dark rim of Falor's pucker whenever she pushed her hips back. Shining slowly shuffled over to the imposing draenei, keeping his gaze on her large soft ass. Falor's hips were moving rhythmically as she fucked Rainbow's throat, her buttcheeks clenching before the stallion's eyes.

He lowered to his knees, looking reverently on the draenei's behind. After a brief moment of contemplation, he resolved to push forward, using his hands to spread her cheeks apart. It was impossible to imagine Faloreulia's dark wrinkled butthole as Cadance's lips, no matter how much Shining tried. If anything, remembering his wife only made him feel more depraved as he pursed his lips and left a long, intimate kiss on Falor's rim. The kiss soon transformed into a full-blown make-out session between the stallion and draenei's asshole. The constant movement of her hips made it somewhat difficult for Shining to keep slurping on her ass, but the stallion resolved to persevere. How noble of him to keep cleaning Falor's butthole with his tongue despite the circumstances, a true gentleman. Her pleasure was much more important than his comfort after all. It didn't matter how filthy it tasted, or how pathetic and emasculated he felt. The only thing that mattered to him was the satisfaction of his mistress, whose huge dick had dominated him so thoroughly. Even now, he felt weak in the legs when he saw it exposed before him. It was as if his body itself was demanding for him to fall to his knees and worship it.

Unfortunately, he was instead stuck slurping out her asshole. But he knew he shouldn't think like that. Every part of his mistress was equally worthy of worship and if licking out her asshole felt filthy, then he just needed to learn to love the filth. Even if the wretched smell and taste of her ass turned his brain into mush in the process. He didn't need his brain anyway. Faloreulia would make all the important choices for him, and he just had to pleasure her in any way she demanded of him.

His cock throbbed in his pants, pulsing harder the more humiliated he felt. He could not deny the depraved pleasure of submitting to the draenei and letting her completely dominate him. Shining was under the control of his most debased desires and he knew it, yet there was nothing he could - or wanted - to do about it. The animalistic instinct to submit to a clearly superior rival was way too strong.

But at least Faloreulia appreciated his efforts to keep her butthole clean. And she demonstrated it by pushing his head into her rear and smothering him with her asscheeks. Falor even stopped pounding Rainbow's throat to grind her ass on his face instead, which was high praise by her standards.

"Like how my ass tastes? I hope you do, because I'm thinking of making you my personal ass cleaner. How about that? Would you want to clean my asshole every day, bitch?"

Falor felt Shining's tongue push inside her pucker, demonstrating his agreement. He hummed appreciatively, sending vibrations through her rectum.

A light moan escaped Faloreulia's lips. She really was getting quite worked up. The pleasure of multiple submissive ponies running their tongues and lips across her privates was quickly overwhelming her. Fluttershy's cute muzzle was pressed tightly into Falor's ballsack, her every breath laced with its stench as she left kiss after kiss on the taut skin. And Rainbow choked on the draenei's cock in the meanwhile, her head getting tugged back and forth by Falor's strong hands.

It was no surprise that Faloreulia soon felt the pressure rising in her sack. Her slaves had worked hard and it was time for their reward.

"You two," She pointed to the pair of mares, "look up at me and say 'Aaaah'. I've got a treat for you, sluts. And you, boy, keep licking my ass. I want to feel your tongue inside me as I cover them with my jizz."

Rainbow quickly pulled back and hungrily opened her mouth, wriggling her tongue with excitement. Beside her, Fluttershy did the same, but much more demurely. She seemed absent... and almost dreamy after her intimate session with Falor's balls. Her face was completely drenched with sticky, bubbly slime, turning the shy mare's cute muzzle into an obscene pornographic parody of itself. There were huge wet spots on her green sweater, with a particularly thick and long dark line directly underneath her chin.

The sight of these two pathetic cumdumpsters kneeling before her was already enough to send a surge of pleasure through Falor's crotch. And when combined with Shining tonguefucking her asshole, it put her into a state of total bliss. This was going to be a big one.

A shimmer of arcane light suddenly appeared in the room as bright golden lines emerged along the surface of the draenei's shaft, forming strange intricate patterns. That same golden hue blazed in Rainbow's and Fluttershy's eyes, as if it was reflected with twice the power. The mares looked with awe upon Falor's glowing member.

"~Aaaaaaaah~," the draenei screamed in ecstasy as her huge cock quaked with the first, earth-shaking throb. She aimed the tip at the kneeling mares, ready to douse them with her jizz.

Fluttershy frightenedly yelped, closing her eyes as the first jet of thick draenei cum hit her square in the face, splashing all around. Rainbow's perky muzzle had the honor of receiving the second fat string of Falor's potent semen. The mare caught most of it in her mouth, gulping the spunk down with pleasure.

Faloreulia made sure to give both of the girls an equal amount of her pungent love, aiming her twitching cockhead at one and then the other. She laid long, thick lines of her pearly-white cum over their faces, marking the two bitches as her property. Her hips jerked erratically as she began grinding her ass on Shining's snout at the same time, pushing his head deeper between her cheeks.

If either of the cum-plastered pegasi thought Falor's release was going to subside quickly they'd be sorely mistaken. Shot after shot, the draenei discharged heavy lumps of her filthy spacegoat jizz onto their cute colorful faces. The bright yellow and blue hues of their furry coats were quickly getting marred by Falor's invading white sperm. Eventually, both of their muzzles were so covered with her semen, that the pair's original colors were only represented by the tiny patches of wet fur in the ivory ocean of steaming cum.

Only then did Falor's jizz stream begin trailing off, shots reducing in volume progressively, until only the last few weak spurts dribbled out of her cumslit. The golden arcane lines on her cock dimmed, fading gradually until no visible sign of them remained.

"Oooh, that was really good," Faloreulia said, pushing her softening cockhead in Fluttershy's open mouth. The mare slurped the remnants of the draenei's seed, cleaning up her mistress's shaft with her spit. A few seconds later, Falor switched to Rainbow's mouth, letting the athletic mare finish the job. "I think I'm going to keep you two. As long as you behave well." She slapped her shaft across Dash's muzzle, starting to direct the cum that covered it into the mare's mouth with the tip of her cock. "Are you going to be good girls and do what I tell you to?"

Fluttershy nodded gingerly, making the fat strings of jizz that dangled from her chin sway and tear in the process. But even more hot oozing slime took their place, as all the cum was steadily descending down her face under its own heavy weight.

"I'm not gonna promise anything until you fuck me like you said you would," Dash responded with a surprising amount of snark for somebody still covered with Falor's hot jizz.

"Oh, you are a feisty one," the draenei laughed. "But it's not up to cumdumps like you to decide when you are going to get fucked." She pushed her cockhead back into Rainbow's mouth, preventing her from responding. The mare couldn't even display her disagreement with an angry gaze while she sucked Falor's dick as her eyes were kept shut by a huge mass of viscous semen that lay over her face.

"Luckily for you, I am going to fuck you, so don't worry, slut, I'm not going anywhere until I've filled your womb to the brim with my sperm."

Rainbow's blue lips stretched around Falor's cock into something that approximated to a smirk.

"And now..." Faloreulia raised her eyes, looking around. She spotted the two cups of tea standing on the table. A thick line of cum stretched just before and after one of the cups, and Falor could see a glob of the stuff floating around inside. She smiled impishly, noticing a few more spots on the furniture in front of her where many other bits of her release had ended up.

"Clean each other up, girls," Falor ordered after a moment of contemplation. "And you... " She tugged Shining's head away from her ass. "You can lick my cum from the furniture and the floor."

"Thank you, mistress."

"Good boy," Falor smirked.

Shining got up quickly, but before he could start on his task, the draenei called out to him again.

"Wait... Show me your tongue first."

The stallion obediently opened his mouth, looking at her with slight confusion. But he didn't need to wait long to understand her plan. Falor casually spat a fat wad of saliva directly onto his tongue. And then another one on his face.

"Now go slurp up my cum." She chuckled, leaving the humiliated - and horny - stallion behind as she made her way to the table.

Falor mused over the two teacups for a second, before bending down and collecting the cum string with her finger. She proceeded to wash the digit in Rainbow's already sperm-enhanced tea, swishing the liquid around in the process. The result was a cup of murky drink that would certainly taste just as disgusting as it looked.

Satisfied with the result, Faloreulia took the other, clean cup of tea, raising it to her lips. It was lukewarm at best by now, she knew, so she used a little bit of her magic to heat it up before drinking.

"Ahh, tastes pretty good." She turned back to her sex-toys to check out their progress.

Rainbow Dash was vigorously licking the cum from Fluttershy's face. She tried to slurp up any hanging string of jizz before it fell on her friend's clothes, but unfortunately, it was quite late for that by now, as Fluttershy's sweater and trousers had been already splattered with large amounts of cum during Falor's release. Still, Rainbow's efforts were certainly commendable, if not for any other reason than making Faloreulia's cock pulse with a depraved need while she watched them.

"And thank you for the tea... Sluttershy, right?" Falor said, taking a sip. "I have bad memory for the names of stupid cum-guzzling whores, so forgive me if I misremember it."

The draenei watched as the mares cleaned each other, licking up her cum and swallowing it in large cheek-stretching mouthfuls. Shining wasn't so lucky - he had to content himself with droplets of Falor's semen he could slurp up from the floor. The rare places where her jizz pooled up in larger amounts were like little feasts for the stallion, letting him get a proper taste of her seed.

The situation was surprisingly serene given all that just happened, but signs of the newly-coming debauchery already started appearing. Faloreulia's cock had softened only a little, and was still pretty hard. She stroked it casually while watching her cumdumpsters do what they did best - eating her jizz. Truly, a marvelous sight.

With such a view, it was no surprise that her dick was fully erect in no time. Rainbow and Fluttershy barely finished licking up most the largest cum spots before Faloreulia was upon them again, forcing the pair into further depravities.

She commanded Shining to bring her a large pet bowl, and several leashes with collars. It took only a couple of weak cockslaps to the face for Fluttershy to divulge their location. Luckily, there were plenty of those in her house, just as Falor suspected. She also suspected that the mare was secretly a kinky bitch, but that was neither here nor there. All of these ponies were clearly just repressed sluts that would quickly spread their legs at the first sight of a real cock. And there was no cock more real than Falor's.

While Shining was busy with his task, Faloreulia got the two mares in a proper position for the next performance. First, they had to be undressed. It really wasn't appropriate for the two sluts to be dressed up in the first place while Falor herself was completely naked.

Rainbow didn't wait a moment before pulling down her shorts in one quick move, immediately exposing her puffy cunt and multicolored pubes. Her tank top was next - a frail piece of fabric removed in an instant, showing off her perky tits. And just like that, she was naked, save for her colorful socks and sports shoes, which only made the rest of her appearance even more obscene in comparison.

But the real treat was the one coming. Fluttershy timidly looked around before slowly beginning to raise her sweater over her head. She had to pull hard on it to get it over her huge rack. Unfortunately, her plain white bra was still on, hiding the mare's pretty pink nipples. But Rainbow, being a good friend she was, quickly stepped over to help her. While Fluttershy pulled down her pants, Dash unclasped her bra, finally letting her massive tits out after a long day of being constrained.

"Wow, those are some huge fucking udders," Falor commented, making Fluttershy blush while she unsuccessfully tried to cover her breasts with her hands in embarrassment.

"Don't hide them Flutters," Dash whispered in her ear from behind. She snaked her arms around the mare's body, pushing Fluttershy's hands away from her boobs and gripping them with her own palms instead. "Your tits are awesome!" She squeezed and tugged, showing them off to Falor in their whole uncovered glory at the same time.

And the draenei's cock responded by drooling out a large wad of precum that slowly descended down to the floor in a thick, half-transparent stream. Fluttershy fat tits were quite something indeed. She could feed a whole army of little suckers with those things. If anything, this further confirmed Falor's theory that pony mares were really just breeding sows waiting for someone to push them to the floor and knock them up. Why else would this one have such massive tits if not to attract and be bred by some big-dicked stud? There was absolutely no functional purpose for breasts this huge other than getting impregnated and feeding as numerous of an offspring as possible. Falor would really just be doing all these desperate sluts a favor by filling their wombs with her sperm and making their dreams of motherhood come true.

"Pull down her panties too." She ordered, stroking her cock faster.

"What?! Yeeeep!" Fluttershy squeaked out as Rainbow immediately executed the command. She tried to hide her nethers with her hands, but Dash was ready for it again. She easily tugged her friend's arms apart, revealing the trimmed pink bush and completely soaked pussy underneath it.

"Slut," was the only Falor's comment.

Completely exposed, the only thing Fluttershy could do now was to hide her face. Rainbow didn't stop it, instead moving her hands to the mare's crotch and running her fingers tenderly through Fluttershy's pubic hair.

"I can't wait anymore." Faloreulia suddenly stopped jerking off. She quickly approached the two mares in just a few large steps, towering over them as she gave out further commands. "Get on the floor, bitches, time to breed you. First... you." She pointed at Fluttershy. "Lie on your back and spread your legs."

The mare squirmed a little, but did as she was told obediently.

"Now, you, lie on top of her."

"Uhh, you mean like..."

"I mean pin this slut to the floor and put your fucking cunt on top of hers."

Rainbow didn't need to be told another time. She literally jumped on her friend, slowing down her fall with a quick flap of her wings just before she hit the ground. Dash came down face-to-face with Fluttershy, their swollen pussies pressing into each other as they lay in a rough approximation of a mating press. Now, the only thing left to add to the mix was a big virile cock, and luckily, Falor was always ready to provide one~.

But she was suddenly distracted by the sound of approaching steps.

Her pet finally found something useful.

"Took you a while. Did you get what I told you to?" She asked, turning lazily to the stallion.

Shining nodded quickly. "Yes, mistress. I had to search through the..."

"I don't give a shit. Just show me what you've got."

He managed to find quite a few useful things as it turned out. Faloreulia put the large round bowl he brought to the side, letting it wait for the right moment. She took a pair of black collars and a leash instead, looking at them with mischief.

"Hey girls, I've got a little present for you." She turned around, approaching the sprawled mares. "Well, my boy did find it in your house... but it's not really your house anymore, is it?" Falor laughed. She stopped just next to them and the shadow of her towering body covered their faces, making Fluttershy swallow nervously. The frightened mare squeaked out a barely audible affirmation of her mistress's words.

Faloreulia continued, smirking a little upon hearing Fluttershy's squeaks. "It belongs to me now, just like everything else you've owned does, including your bodies. Which brings me to this." She sat on her haunches, presenting the collars to the pair. "I need to make sure you're marked as my property. So show me your necks, bitches, time to tame you."

It took less than a minute for Falor to collar both of them. In fact, she only had to do half of the job, as Rainbow happily volunteered to put the collar on her friend herself. Fluttershy lay timidly on the ground while Dash tightened it around her neck, and at the same time, Faloreulia fastened the other one on Rainbow.

"Now this is where the fun part comes in." The draenei smiled wickedly as she took the leash, bringing it between the mares' faces. "Since you two seem to be such close friends, I'm gonna make sure that you won't get accidentally separated."

Rainbow and Fluttershy shared a confused look, wondering what exactly their mistress had in store for them. The mystery didn't last long: Faloreulia threaded one end of the leash through Dash's collar, but it was what she did next that made Fluttershy gasp. The draenei attached the other end of the leash to Fluttershy's collar, bounding the two mares closely together.

While this wasn't much of an issue while they were lying together on the floor, both of them clearly understood that once they got up, they'd look like some sort of perverted zoo exhibit with these things on their necks.

How humiliating; Fluttershy cringed just imagining that sight. But her traitorous pussy gushed instead, aching for mare's further denigration. Her hips started moving as if on their own, rubbing her wet cunt across Rainbow's.

"This is much better." Falor chortled, enjoying her handiwork.

But a moment later her gaze shifted to Shining standing awkwardly nearby, and again with his hand at his crotch.

"What are you doing, boy?"

He immediately tugged his arm away and blushed.

"That's better. Now make yourself useful and prepare the girls for me. With your mouth."

"On it!" The stallion saluted his mistress, jumping into the task as fast as possible to earn her favor. It didn't hurt that Fluttershy's and Rainbow's cunnies were already invitingly presented to him, one on top of the other.

Shining felt like his last taste of pussy was a lifetime ago. He could still feel the flavor of Falor's asshole in his mouth and the taste of her drooling dick was even more pervasive. The feeble memory of Cadance's sweet aroma stood no chance before the monument of depraved filth that was Faloreulia's horsecock. Even one whiff of that thing could cloud the minds of the most faithful husbands and wives, and poor Shiny was subjected to much more than that.

But now he had the chance to get a good taste of top-tier pussy, and in fact, that was exactly what his mistress commanded him. So he pushed his face into the pair's nethers with all the eagerness of a starving stallion, drinking in their syrupy nectar. His aching cock demanded his attention, but Shining ignored it, following Faloreulia's orders. He wasn't allowed to jerk off, much less to fuck either of the mares. That would be way too much pleasure for his sissy brain to handle. It was much better to just let his mistress enjoy their tight pussies instead. And like a good boy, he would do his best to prepare them for her, taking in only a small fraction of pleasure that was given to his superior.

While Shining tried to convince himself that licking pussy was a good alternative to fucking one, Falor had already dropped her heavy cock on Fluttershy's muzzle.

"Mmm, I just can't get enough of your pretty faces."

She rubbed her shaft across the mare's snout, making Fluttershy scrunch and squirm underneath it. At the same time, the pegasus felt Shining's tongue working on her cunt, further confusing her hazy mind.

"Aren't you going to help your friend?" Falor asked Rainbow. "Come on, get in there." She grabbed Dash's prismatic mane with her hand and 'helped' the mare by pushing her head down and thus sandwiching the shaft between the pair's cute faces. Faloreulia's huge draenei dick invaded their personal space in the most obscene way possible, leaking precum all over their features. All the work the mares had done cleaning each other up was coming undone because of Falor's constant leakage.

And then the draenei began thrusting. She used Rainbow's and Fluttershy's closely pressed faces as a makeshift fleshlight, dragging her cock all along their muzzles. When Faloreulia pushed far enough, her cockhead would even reach the pair's sandwiched chests - a battlefield completely dominated by one couple of huge yellow tits. Rainbow's petite breasts had no chance in a head-to-head battle against Fluttershy's massive milkers and that was obvious. But the athletic mare didn't worry about that - she loved the feeling of her friend's soft tits on her chest after all! In fact, Rainbow had already begun groping Fluttershy's breasts, and her hips were working too, rubbing her cunt across Fluttershy's at the same time as Shining obediently licked and prodded them both.

Unfortunately for Fluttershy, every time Falor thrust in between them, her musky balls hit the shy mare squarely in the face. Again and again. It seemed like poor Fluttershy just couldn't escape an encounter with the draenei's nutsack for the life of her. She was getting bullied by Falor's cum-filled orbs for the second time today, and on this occasion they returned with a vengeance. But maybe hitting her in the face was just their way of saying 'thank you' for cleaning them earlier?

Or maybe, getting sweaty balls smashed in your face was just something that happened to repressed sluts like her? That was a new idea that Fluttershy hadn't previously considered. Luckily, the mare had plenty of time to contemplate that while Falor dragged her cock along the girls' faces.

Rainbow's tongue was out almost immediately, lavishing Faloreulia's shaft with its wet love, but Fluttershy was much more reserved. Eventually, she began pushing her tongue out just a little to get a taste, driven by the unstoppable need that burned within her. Very quickly, small ginger licks turned into loving kisses, slurps, and ultimately, into simply making out with the filthy draenei cock.

Rainbow's happy face in front of her provided a much-needed sense of familiarity in these strange circumstances. Fluttershy tried to steal a few kisses from her friend in the process too, though her success was mixed. Their tongues touched quite a few times in a three-way hug with Falor's cock, but the moment Fluttershy and Rainbow tried to press closer to each other, the tricksy draenei moved her dick in response, making sure that it was always in between their lips.

"So girls, on a scale of one to ten, how much do you want to be bred by this?" Falor asked, shaking her cock between them.

"Twenty!" Rainbow immediately shouted, supporting her words with a deep lusty kiss on the surface of Falor's cock.

"Umm... about eight..." Fluttershy answered unsurely, watching Faloreulia's expression grow stern. "... And a half," she added quickly, making the draenei chuckle.

"Hah. You are one picky bitch I see. Is my cock not big enough for you, slut?"

"Uhh... it might actually be a bit too big..."

"Too big?" Falor stared at her as if she just said something completely incomprehensible. "Well, it's not getting any smaller so you'll have to just deal with that, I guess, haha." The draenei casually slapped Fluttershy's face with her cock a few times, making the mare grimace momentarily.

"Anyway... I think you should be ready to take me by now. Or at least, as ready as you're ever gonna be."

Not like Faloreulia cared about their comfort that much. Or at all, really. If anything she'd love to hear their pained yelps during her first thrusts. But she did need to make sure that she wasn't going to break her toys on their first run, and given her massive size she was bound to hear quite a few cries anyway.

She got up, letting Rainbow and Fluttershy properly enjoy their intimate embrace for a moment.

"Stop sucking their cunts, boy," Falor called out to Shining. "I'm gonna fuck them now. You can watch, and I'll even allow you to jerk off this one time since you've been behaving so well."

"Thank you, mistress! Thank you." The stallion beamed with unrestrained joy.

"Take off your pants and sit there, quietly."

Shining didn't waste a second, immediately executing the command. Under his armor and pants, he was still dressed in the pink panties Faloreulia forced him to wear. Instead of taking them off, he simply pushed the fabric to the side, exposing his stiff cock.

"Hmm, I'm not sure if that pathetic thing even produces enough lubrication on its own. But don't worry, I've got something that'll help you," Faloreulia commented as she moved closer to the stallion. In only a couple of steps, she was standing right over him with her cock dangling just above his.

She gripped her shaft, squeezing out a large glob of precum. It descended in a thick, cloudy stream, eventually reaching Shining's dick. The syrupy liquid slowly covered his shaft, steadily flowing down its surface until it reached his crotch and balls.

"Now that's much better, isn't it?" Falor asked once the stallion's shaft was completely immersed in her pre-ejaculate.

"Yes, mistress. Thank you."

"And one more thing..." The draenei took Fluttershy's yellow panties from the floor. Bearing a nakedly perverse smile on her face, she began cleaning her shaft with the cloth, letting it soak in her cockslime. Once that was done, Falor dragged it across her ballsack too. By the end, Fluttershy's panties were completely drenched with filth, visibly wet and even dripping foul liquid on the floor.

"Open your mouth."

Shining obeyed, letting Falor push the vile piece of cloth inside his maw. He won't be able to talk anymore, but now he could always feel the potent taste of his mistress, which was a worthy trade in his musk-intoxicated mind. His cock twitched in need, and the stallion could not resist gripping it and starting to slowly stroke himself, getting perverse enjoyment from his own humiliation.

And now Faloreulia was finally ready to enjoy her slaves' pussies. They were dripping wet, waiting for her to violate them. Shining got them excited with his tongue, but he could never properly satisfy them. They needed a real cock. A large one, with thick veins running along its length. A cock that will stretch them to their limit and further, fill their wombs with sperm and make them into happy mothers with little suckers at their breasts. Falor's cock.

She stood on her knees behind them, her dick aimed at the pair of swollen pussies before her. Falor pushed forward, letting her tip spread their folds apart. Instead of plunging inside of either one, Faloreulia simply continued pressing forward, sandwiching her cock between the two cunts - blue on top and a yellow one underneath. She pushed further, her cockhead reaching the pair's bellies and even their smooshed tits. And then she pulled back, enjoying the feeling of their soft skin rubbing along her shaft.

Pressed so tightly together, the mares' bodies formed a perfect fleshlight for Falor. She began thrusting her cock in between them, grinding on their pussies, and enjoying their combined heat on her shaft. Faloreulia could feel Rainbow's firm abs rubbing along the upper side of her cock, as well as Fluttershy's much softer tummy underneath. But the difference between their cunnies was much less pronounced: both were gushing madly, practically demanding to be filled with cum.

Just another proof that no matter who the mares were and what they looked like there was always one thing in common among them: a desire to be bred, to be fucked and knocked up. Their lips might lie, but their cunts didn't. They wettened immediately once they sensed the nearby presence of a large virile cock, getting ready to be fucked and impregnated at a moment's notice.

And if that cock was already rubbing all along them? That was enough to send them and their owners into a depraved sex-frenzy.

So no surprise that both Fluttershy and Rainbow were wiggling their hips desperately, trying to get as much contact as possible with Falor's thick shaft. In the throes of passion, Dash had pressed her face into Fluttershy's, initiating a deep tongue kiss. She had long been dreaming of banging her childhood friend, and now she found the perfect opportunity for it. If Faloreulia fucks both of them in the process, then so much the better.

Fluttershy's eyes opened in shock at her friend's aggressive advance, but only for a moment. As soon as she felt Rainbow's tongue begin to explore her mouth, she melted into the kiss, blissfully drinking in the other mare's drool. Her whole body was on fire, starting from the blaze that spread out from her aching nethers, up to her huge rack that was smooshed into Rainbow's chest and which the athletic mare was now constantly groping. It was all too easy to surrender to the pleasure and just go with the flow, letting others use her beautiful body to their hearts' content.

And use it they did. While Rainbow was intent on making sure that the experience would be as gentle and loving for her shy friend, Falor had no such reservations. She was slamming her hips with the full power of an oversexed draenei, spearing her cock rapidly in between the two dripping pussies. But that wasn't the part that worried Fluttershy right now. No, it was Falor's heavy nutsack that was again bullying the poor mare, slapping her cunt on each thrust with so much power that it even made her legs shake. This fleshy pendulum sent both pain and pleasure into her increasingly disordered mind, overwhelming Fluttershy with the strong new sensations. It had filled her head with promises of even greater pleasures, making the prospect of being violently fucked all the more appealing. If this continued for any longer, even her extraordinary modesty and timidness might not be enough to prevent her from crying out her most depraved desires, asking, or maybe even demanding to be bred by Falor's massive cock.

But she also remembered that Rainbow had the dibs on being fucked first, and how could Fluttershy take this pleasure away from her dear friend? After all, Dash had worked so hard to get it, taking Faloreulia's cock to the hilt in her mouth. That was quite an accomplishment, given the length and girth of the draenei's oversized meatpole. At this point, Fluttershy wasn't even mad her face and hair got drenched with vile dickspit in the process.

"Damn, you two really are sluts." Falor laughed as she noticed the mares kissing each other. "So fucking needy that even my dick isn't enough for you."

Fluttershy blushed, while Rainbow was filled with even more fervor, smashing her lips against Fluttershy's and vigorously moving her tongue around the mare's mouth.

Fluttershy tried to look at the draenei, but this close the only thing she could see was her friend's ecstatic face. She noticed every shift in Rainbow's expression, every little movement of her eyes. In some ways, that felt even more intimate than simply swapping spit with her. But that last part was definitely quite nice too, even if drinking Dash's saliva made her feel like a dirty pervert. Even licking Falor's balls seemed mild in comparison, maybe because the draenei was a completely new acquaintance for her. But kissing Rainbow Dash? The spunky mare was her friend for most of her life, and this would change their relationship forever. Still, if she knew it was going to feel this good, Fluttershy would be slurping Rainbow's drool years ago.

At the moment, though, she simply lost herself in her friend's confident eyes, consumed with their almost unnatural beauty. There really was something special about Rainbow, something that had captured Fluttershy's heart so long ago. And now as she tasted her friend's lips, she felt like she had found a new dimension of...

"Fuuuck!" Falor's loud moan broke Fluttershy out of her sex-induced reverie. "Get ready, slut. I'm gonna wreck your fucking cunt." The draenei moved her hips back, rubbing the swollen tip of her cock against Rainbow's pussy.

"Hah, you can try!" Dash broke the kiss to respond, goading Falor. That might've been a bad idea, given that the draenei's drooling bitchbraker was poised like a battering ram against her sopping cunt, but Rainbow wasn't known for choosing the safe route.

For a moment, Fluttershy was scared to see her friend's face take on an expression of a pained grimace as Falor was now sure to slam her cock inside the mare with no consideration for her comfort. But instead, she found herself staring into the expression of a total mind-fucked bliss. Rainbow's mouth opened wide and her tongue lolled out, while her pupils lost focus, seemingly looking completely past Fluttershy.

But unfortunately for the timid mare, Falor's rapid thrust had another consequence - slapping her churning cum-factories against Fluttershy's cunt once again, this time with more force than ever before. She winced a little from the pain, but very quickly it faded away, transforming into a perverse sense of pleasure. And then another hit came, bringing with itself more pain and then even more pleasure. As Falor settled into a fast, rough rhythm, the cycle continued, keeping Fluttershy on the edge between sharp pain and blissful joy.

But Rainbow was already completely lost in ecstasy. She kissed Fluttershy again, moaning into her friend's mouth like a cock-drunk whore. And now her whole body was shaking from Falor's powerful thrusts. Their tits started swinging around, rubbing against each other in the process. Fluttershy felt the friction between their bodies all over, reminding her once more that she was still tightly pinned to the floor by her friend. And by the domineering draenei above them both.

Faloreulia had bent over behind the mares, resting her upper body on Rainbow as she fucked her. It was only because of Dash's exceptional physique that she was able to keep her balance despite the large draenei casually reclining on top of her. The pegasus's limbs were glistening with fresh sweat, but she didn't seem to care, being much more focused on the huge dick pistoning inside her cunt.

Fluttershy felt the girthy shaft too, even when it was inside her friend. She sensed a distinct bump pressing into her tummy as Falor thrust inside, culminating with a loud *smack* of draenei's balls against Fluttershy's swollen pussy.

It felt like torture. Not because of the pain, but because of the pleasure that she was denied. She saw it on Rainbow's face - the ecstasy of being stretched by a large virile cock. There could be no better argument for getting her own needy cunt wrecked by that same dick. And the regular slaps her pussy received from Falor's balls only made her more desperate. She knew that what she wanted was so, so near, yet she was forced to stare in the face of her friend's mind-numbing bliss instead, only feeling a small part of that pleasure.

"Fuck... fuck me harder!" Rainbow screamed out, raising Fluttershy's envy even more.

It wasn't Dash's fault, of course, - she was simply acting like any mare would in her spot. How could her weak slutty mind resist when her cunt was under such an assault? The pleasure of being violently fucked removed all her inhibitions, making her slobber all over her friend, licking and suckling Fluttershy's nose and lips. And Fluttershy began responding in kind, finally pushing her own tongue out and letting Rainbow playfully suck on it.

"Having fun, girls? Let me help you a little..." Falor's deep voice sounded from above. The draenei's face was now just over Rainbow's shoulder, looking intently on how the two mares played with each other.

Fluttershy didn't understand what Faloreulia could possibly mean by 'help' since the draenei clearly couldn't bend anymore to get closer to them. Turns out, she didn't need to. Falor simply drooled out a long, bubbly string of saliva on Fluttershy's face, letting Rainbow lick it up and mix it between the pair's tongues. She then spat another wad of drool on Fluttershy's muzzle for good measure.

At this point, the yellow mare didn't even have the strength to care about it. The fact that Falor was inserting herself into their intimate make-out session didn't seem to matter that much after all that she had already done. Fluttershy had cleaned her balls and swallowed mouthful after mouthful of her thick cum, so can she really be that offended about getting some spit on her face? Of course not.

Which is why it was completely understandable for her to continue making out with her friend, wallowing in the draenei's spit and all-in-all acting like a complete and total slut. Her previous inhibitions slowly melted away, turning the deprave into normal. And the rhythmic slaps of Falor's balls against her cunt kept steadily grinding away her natural shyness, revealing the little slutty mare underneath.

And it was Falor who was ultimately going to reap the benefits. Stretching out one cunt was nice, but taking two in a row was even better! And all the while, her boy-servant was desperately jerking off his little prick, only imagining what fucking these two pussies might feel like. She glanced at him occasionally, if only to remind herself what kind of pleasure sissies like him were missing out on. Knowing that his cock will never again feel insides of a mare's pussy made fucking the two bitches just in front of him that much better.

"Are you enjoying the show, boy?"

Shining moaned his approval, still sucking on Fluttershy's precum-drenched panties. He began stroking himself even faster, excited that his mistress noticed him.

"Make sure to concentrate on the taste of my pre when you cum, ok? And I want you to remember that you will never fuck a pussy again while you're cumming. Will you be a good boy and do that?"

The stallion moaned again, nodding to the draenei as his hand went at lightning speed across his shaft. Falor didn't have a way of ensuring that he followed her order, but she knew that he would not disobey anyway. If only because the little pervert was probably already getting off to the idea.

"And you, slut, do you like my cock? Want me to fill your womb with cum?" Falor gripped Rainbow's hair, tugging on it to get the mare's attention. And just for the hell of it too. There didn't really need to be a reason to tug a whore's mane, especially when you were fucking her.

"Yeees! Cum inside me! Fill my fucking-- ~Aaahhh~!" Rainbow cried out, spewing a mist of spit into Fluttershy's face. The mare didn't even flinch. Instead, Fluttershy tried to catch as much as possible of it in her mouth and licked up the droplets from around her lips.

"Mmm, your cunt is so good I don't even need the other one," Falor casually commented. "Unless your friend really wants it, I won't even fuck her."

Now that was enough to send a shiver of fear through Fluttershy's body. Nothing the draenei had said or done before had disturbed her as much as this revelation. She wouldn't just leave Fluttershy in such a state, would she?

Oh Celestia, she totally would. Fluttershy couldn't let that happen.

"I... I want you to... uhh..."

"Speak louder bitch, you think I'm a lip-reader or something?"

Fluttershy winced, sensing her chance of getting fucked slipping away. She gathered her will, in desperation raising her voice as much as she could.

"Please fuck me!" Not loud enough. " I want you to fuck me! Breed my fucking cunt!" That's better.

Even Rainbow paused for a moment when she heard that. But then her lips spread into a luscious smile as she pushed into a deep, ravenous kiss with her friend. And Dash needed it too, since her blazing pussy was suddenly left empty, desperately trying to squeeze the shaft that was no longer there.

"Well, since you asked me so nicely..." Falor chuckled once she pulled her dick out, rubbing its meaty cockhead across both Fluttershy's and Rainbow's cunts. But very quickly her attention moved down, solely to the yellow pegasus's welcoming entrance. Every needy jerk of Fluttershy's hips, every desperate attempt to grind her pussy on Falor's cock was an implied invitation for the draenei to fill the mare's womb with her baby batter. Not like she needed any, especially after that whorish scream. The depraved cries of her slaves were music to Falor's ears.

"Make sure to keep begging for my cum. There are so many horny sluts in your world, and yet I've only got this one cock for all of you. So I have to know that you really, really need it, or else I'd be better off just finding some other bitch to break instead."

And wouldn't that just be sooo terrible? Fluttershy couldn't allow it. And not just because she was a depraved whore that would willingly spread herself open before any stranger that had a huge, stinking cock. No, the good-natured mare was thinking about other ponies too. She knew from practice just how much damage an animal with an overactive sex-drive can cause both to others and to itself if it isn't handled properly. And that wasn't any less true for ponies and for... uh... strange alien creatures from other dimensions. Fluttershy needed to make sure that Falor violated her pussy, that she released as much of her foul sperm inside the timid mare's body as possible. That was the best way to prevent Faloreulia's nasty liquids from harming others. If Falor's cum was safely inside Fluttershy's womb, then there was no way for it to cause a disturbance in Ponyville. That was just obvious!

As the draenei began pushing her cock inside Fluttershy's entrance, the mare felt a desire to vocalize her need to be bred welling up within her, making fulfilling Falor's task that much easier. She moaned lustfully into Rainbow's mouth as Faloreulia's fat cockhead penetrated her cunny. And as the draenei's shaft reached deeper within her, that moan transformed into barely coherent mind-fucked gibberish. Dirty words like 'cock', 'cunt', 'jizz' had escaped Fluttershy's mouth in greater amounts than ever before in her life. The very act of saying them so unabashedly - and directly into her friend's face to boot - had sent pleasurable spasms through her cunt.

And while Falor didn't quite catch the exact meaning behind all of her screams, phrases such as "fuck my jizz-hole" didn't seem to require much interpretation. The diagnosis was clear: she had a sex-drunk slut on her hands, one in a desperate need of a large injection of cock. And Falor delivered the medicine with one swift push of her hips.

Fluttershy's whole body tensed. Her eyes opened wide and she even stopped breathing for a moment. There was a short instant when she seemed frozen, as if her mind was stuck processing the overpowering sensations. But then an orgasmic scream escaped her lips, shaking the walls of her cottage with its power.

"Aaaaaaah...." Fluttershy's pussy juice gushed out, her cunt hugging and clinging onto Faloreulia's gargantuan cock.

Rainbow's lips were on her again: kissing, licking, suckling. The taste of Dash's spit was a familiar one for Fluttershy by now, and she drank it happily, combining the utter depravity of cumming her brains out on a stranger's cock with tender intimacy of making out with her closest friend.

"Haha, did you really just cum? Simply from taking my cock once? What a fucking slut." Falor laughed. She spat a nasty glob of saliva on Fluttershy's face once again, if only to make sure that the mare didn't forget its bitter taste.

The humiliation had only added to Fluttershy's orgasm. The insults rang in her head as she climaxed, imprinting on her brain and ensuring the memory would last a long time indeed. As it should: every cum-guzzling slut must know her place. Falor understood that very well, regularly reminding her bitches exactly who their master was.

The draenei's hips began moving again even before Fluttershy's orgasm ended. Faloreulia enjoyed the tight grip of the mare's insides as she pulled her shaft out, as well as the increased friction as she immediately slammed it back in. Rainbow's lips silenced Fluttershy's moan, but nothing could stop the shudder that went like lightning through her whole body, signifying an electrifying ending to her climax.

Fluttershy's body relaxed. The teasing that she'd suffered through had paid off, leading to the most intense orgasm of her life. But even as the powerful sensations of her climax began trailing off, the constant pounding of Falor's cockhead against her cervix took their place. Fluttershy's cunt was stretched to fit the draenei's immense size, molding her tunnel into a perfect device for milking cum out of fat horsecocks.

Falor's happy panting echoed the slaps that her balls left on Fluttershy's soft ass. She was the sole beneficiary of all the loving caresses of Fluttershy's tight pussy, and she was loving it. Thrusting her hips was as natural as breathing to her by now, but not any less pleasurable because of it. Every push brought with itself that delightful friction against the insides of Fluttershy's cunt that she craved so much. And bumping the mare's cervix with the tip of her cock was the cherry on top. She knew Fluttershy's fertile womb was waiting just beyond, protected by the barrier from the direct assault by Falor's cock, but oh so vulnerable to the flooding by her thick, pungent seed.

And there was plenty of it sloshing inside Faloreulia's heavy nuts, more than enough for not just one, but even two thirsty sluts underneath her. And Shining too might get a treat if she gets creative enough with it. Which she definitely planned to do. The colt was red and sweating from just how furiously he jacked off his undersized cock while Falor fucked the two mares in front of him. It was clear he wasn't going to last much longer. Unfortunately for him, while Faloreulia had two empty wombs waiting for her load, the only receptacle for Shining's thin sperm will be his own hand. But at least his mistress was generous enough to allow him to cum, which was already way more than a pathetic sissy like him deserved.

Falor soon came to appreciate the opportunities given to her by her dominant position behind the two mares. Now that both of their pussies were properly accustomed to her cock - as much as any pussy can be accustomed to her massive shaft, at least - she could swap between them in a span of a second. Fluttershy wailed in need as soon as the draenei pulled out of her, of course, but Falor had little regard for her cumdumpsters discomfort. If anything, knowing just how much Fluttershy needed Falor's cock made it that much more pleasant to leave the slut empty and squirming in the torturous wait to feel it inside of her again.

But fortunately for Fluttershy, she didn't have to wait long. Falor switched often, performing only a few hard thrusts before pulling out and slamming her cock into the other mare.

She couldn't quite decide which cunt she liked more. Fluttershy was soft and slick inside, welcoming Falor's cock in her warm embrace like a long-missed lover. Her pussy was perfectly engineered by nature to provide the most comfort for large virile cocks as they delivered their thick payload directly into her womb. Just like Fluttershy herself, her cunt found it best to win stallions over with kindness and love, making sure that their cocks were snug and cozy within for the most thorough insemination.

Falor wasn't a particularly nice guest, though, and her cock was even worse. It stretched Fluttershy's hospitality - and her cunt - to the limit, with no regard for the consequences of its actions. And that did not just include the impending impregnation, but other things too - like an addiction to huge, hard stallionhoods that the mare was quickly developing. Falor's cock was a selfish one, and after it violated some slut's needy cunt, nothing else would ever be able to satisfy the developed craving for fat futa-dick. Fluttershy already got a taste of that all-consuming desire too. Even a single second without Faloreulia's cock pistoning inside her felt like torture. The idea of ever going back was almost incomprehensible. She needed Falor's cock as much as she needed water.

And Rainbow shared the same need. Her pussy may not have had Fluttershy's velvety softness, but the way it gripped Falor's cock on the way out was enough to extract a moan even from the well-experienced draenei. It seemed like Dash was tightening every time Falor hilted inside of her as if trying to prevent the shaft from escaping. It couldn't succeed in that task, of course, but it did make Falor's cock feel welcomed inside. Which was certainly enough to earn Rainbow's cunt at least part of Faloreulia's voluminous load.

It would be the second load of the day for the girls, made with love by Falor's enormous testes. Leaving their wombs full to the brim with her nasty sperm was the least the draenei could do for the two mares after the hospitality their wet cunts offered to her cock.

"So who wants my load, girls?" Falor rubbed the tip of her shaft across the mares' folds for a few seconds before plunging inside again.

"Me! Cum inside me!" Rainbow and Fluttershy both exploded with depraved pleadings, begging for Faloreulia to breed them. The draenei even heard some kind of appreciative murmur coming from Shining's side.

"Do you promise to be good girls and always do exactly what I tell you to?" Falor asked.

"Yes, yes!" Two singing voices responded together.

Fluttershy and Rainbow might not have been this receptive to the idea in any other circumstances, but an opportunity to feel Falor's hot cum inside them was clearly not something they were willing to compromise on. That was the whole purpose of milking her cock, after all! What's the point of letting a stranger fuck your cunt if you're not even going to have a nice creampie to show for it after?

And judging by the weight of Falor's balls, the two mares were definitely going to have much more than that. All of that thick, potent cum was mere moments away from filling their wombs.

Falor's loud moan shook the room as the first shot traveled through her shaft. Her pulsing cock incidentally happened to be inside Fluttershy's pussy at that moment. And it was exactly the right place to be in, as there could be no better spot to relieve some of that dreadful weight from her ballsack. The mare's soft tunnel squeezed Falor's dick, coaxing out as much of her virile cum as possible and making sure that the seeding would be deep and thorough.

Faloreulia still had to pull her shaft out just before Fluttershy's cunt got overfilled. She had another slut to breed after all, and so she couldn't just waste her precious cum. As soon as her twitching cockhead popped out of Fluttershy's entrance, she stuffed it into Rainbow's pussy. Falor's massive cock released wave after wave of jizz into the mare's defenseless womb, while thick streams of cum began slowly dribbling out of Fluttershy's freshly-fucked cunt.

The draenei didn't pull out of Rainbow Dash until the last drop of semen trickled out of her cock. She grabbed Dash's arm and tugged it to her cunt, plugging the hole with the mare's fingers. And then she swiftly did the same with Fluttershy.

"Make sure my cum doesn't leak out until I allow it, sluts. It's worth more than the rest of your useless bodies," Faloreulia said, as she casually cleaned the tip of her shaft by rubbing it across Rainbow's blue ass. After leaving a few playful cockslaps on the mare's firm rear, she rose to her feet, taking a look at Shining.

The stallion was sitting on the floor, panting, and clutching his softening shaft in his hand. A smattering of small droplets of his semen spattered the ground while the rest pooled inside his palm.

"Did you cum together with me, boy?" Falor asked, even somewhat surprised by his patience. She was sure he was going to be spurting the moment she let him touch his cock, and yet he kept edging it out until the very last moment without any explicit command from her.

Shining nodded meekly, still suckling on Fluttershy's wet panties.

"Mmm, that kind of commitment certainly deserves a reward." Falor smiled and turned back to the two mares. "Girls! Get up. Time to give our little boy a treat~"

Getting up wasn't particularly easy for the two of them as it turned out. They had to ensure that their pussies would be properly plugged all the while, and they had to deal with the leash that closely bound them by their necks at the same time. Rainbow Dash decided to use her wings to give herself a boost up, nearly tumbling back on the ground a moment later. Still, the athletic mare managed to skilfully recover her balance, only spilling a few droplets of cum from her stretched out snatch in the process.

Fluttershy eeked and closed her eyes when she received a blast of wind into her face from Dash's wings. But once her friend was up, she opened up again, happily accepting Rainbow's outstretched arm and carefully getting onto her feet. She wobbled unsurely a bit on her lightly trembling legs, but didn't seem in any particular danger of actually toppling over.

And now came the time for the bowl Falor set aside earlier. She used her magic to quickly levitate the thing from the ground to herself, placing it on the floor in the middle of the room.

Rainbow and Fluttershy stood together over the dish, following Falloreulia's directions. They faced each other, standing so close their chests rubbed with every little movement of their bodies. It was the fault of Fluttershy's enormous breasts mostly, of course. Her fat rack completely dominated the space between the mares. Or at least it did so before Falor's half-flaccid dick joined the fray. The draenei placed her shaft between their cum-inflated bellies and began steadily pressing the mares closer.

The pegasi pulled their fingers out of their used cunts, letting the contents flow into the bowl. And flow they did: huge lumps of viscous draenei semen dropped down one after another. Some descended in thick streams, while others fell in chunks, even occasionally splashing over the rim of the bowl. Falor could actually feel the pressure in their bellies subsiding as more and more globs of nasty white stuff left their pussies.

Shining watched mesmerized as his dinner fell from the loins of the two mares into the dish, creating a deep pool of nauseating gunk. He could feel the rich smell of cum emanating from it even from a distance. Rainbow's and Fluttershy's juices were suffused into the liquid too, but their gentle flavors were completely overwhelmed by the huge mass of Falor's foul ball-goo.

The draenei made sure a decent amount of her seed remained inside the mares, leaving their bellies with small but still fairly noticeable additional plumpness by the end.

"Here's your food for today~. But don't forget your manners, boy," Falor reminded the stallion.

Shining tugged the yellow saliva-soaked panties out of his mouth, placing them carefully on the floor before answering.

"Thank you for the meal, mistress." He bowed low, standing on his knees as he obediently pressed his forehead to the floor.

---

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