Fel Equestria

by NightsongWrites


Canterlot: Scootaloo 1

Scootaloo awoke with a soft gasp, her ears twitching; the pop of a log on the fire in the central hearth had pierced her dreams, bringing her quickly to wakefulness. She was warm and curled snugly into a soft depression in the mattress. Blinking the sleep from her eyes, she began to uncurl, head automatically turning to look to Mistress. Her eyes felt... different. Sorta itchy, but on the inside. She blinked now slitted eyes, the pupils narrowing as they came into focus. The clarity of her vision in the dim light was amazing...

Twilight was still in her place on the bed, snoozing peacefully, chewing gently on Spitfire’s ear. The Wonderbolt Captain had an intensely blissful look on her face, as did the other two piled warmly against Twilight’s sides. The young pegasus’ eyes scanned over her mistress fitfully, her body only relaxing when she was satisfied that Twilight was in no way uncomfortable. It was as she completed this ever so natural seeming check that her brow knitted slightly. When did she start being a worrier about such things?

Another hissing crackle from the fireplace drew her attention to the deep marble emplacement on the wall, and the silhouetted shadow who sat before it. Slowly she slipped off of the bed, hooves nearly silent on the thick carpets in these chambers as she made her way towards Rainbow Dash. The thick sizzle and hiss from the fireplace drew her attention to the glistening chunk of… meat? that turned on a simple spit as Dash reached in with a long fork to give it a testing poke.

She grimaced a bit at the smell of hot, searing flesh. Yet it didn’t put her off as much as she might have supposed it would have. Shaking her head she gave up on that thought and instead finished her approach.

Slitted magenta eyes turned towards her, glowing with far more than simple firelight and she paused, one hoof still raised, ears and wings drooping at the serious expression on her big sister's face before it cleared into a more open little half smile, a wing lifting invitingly. Freed of her sudden immobility, she bounded the last few steps and, unable to suppress the urge, tucked her snoot into Dash’s chest ruff, snuffling deep, rubbing her head and ears against her jaw affectionately. A soft blush rising to her cheeks at the… intimacy of the greeting. Though the way Dash’s wing settled about her, pressing her body to her fire warmed side was equally affectionate and loving.

“Mmmmh, H-hi,” she breathed softly, almost dreamily as she basked in a long denied presence she couldn’t seem to get enough of.

“Oh ho! Talking already? Mmmmmh, You’ll be a delightful surprise for Twilight when she wakes,” Dash murmured softly, nibbling on an orange ear gently.

To her surprise, Scootaloo found herself purrring like a kitten as she nestled to her idol’s side. The blush intensified a bit at the realization. “Mrrrr, W-what do you mean?” She murmured softly, perplexed by the comment.

Dash grinned softly, easing away from her a little to look her over. “You’re passed the worst of your fugue. The Wonderbolts should be snapping out of it soon as well, but Twi mentioned she thought you might pull it together first. You always had a stubborn streak about you, kiddo.”

“Fugue?” Scootaloo replied slowly, tilting her head as she tested the word like a strange piece of fruit.

The perplexed, scrunched muzzle on the young mare drew a faint giggle out of Rainbow.

"All demons beyond a certain threshold begin radiating demonic energy. This energy taints their environment. Just by being here, all of us are starting to leave an imprint on the castle. Most of the ponies start soaking up the energies slowly and just feel the most mild of effects from it. They may get a little more amorous or just find themselves thinking about things a little differently."

Dash gave a little shrug. "By the time their 'corruption'," she used her wings to mark the parentheses around that word. "intensifies, they won't really feel much of a difference," Dash reached out to prod the meat on the spit again. "You and the Bolts are a bit different. You all got your initial dose all in one big hit. Them because they were hurting and injured. You... B-because I wouldn't wait. When you pass the threshold so fast, the brain gets a little wonky as stuff rearranges too fast. You've been a rumbly, purry, clingy little pegasus for a day and a half."

Scootaloo blinked and gave a soft squeak, blushing furiously as she peered towards the ground. O-oh.

“I uh… wasn’t… uncool about it, right Dash?” she ventured sheepishly.

"Nah, in fact, you four have speeded Twi's recovery quite a bit, and keeping her in a pile of snuggly pegasi has let me go handle a lot of stuff without worrying about her so much."

That got Scootaloo thinking, and she peered at the meat, then back to Rainbow Dash’s somewhat… thin body. The firelight playing across easily visible ribs, expanding and contracting with each slightly heaving breath.

“When did you rest last, Rainbow?” she asked quietly, leaning over to nudge and lap at her jaw.

That seemed to throw Rainbow Dash for a moment, her ears lowering against her mane. Her wings fluffled themselves as she thought, raising a hoof to tap her chin.

“Mmm. Couple… hours ago? Maybe?”

Scootaloo’s slitted eyes narrowed at Rainbow and she quickly reached out to poke her before she could stop herself.

“Rainbow, you got- eep!”

Quick as lightning, Rainbow Dash had leaned over, teeth gently gripping onto Scootaloo’s neck scruff as she lifted her just inches off the floor. The feeling was… strange. Relaxation mixed with a strange tingle of arousal, old and new instincts bubbling to the surface. Every muscle in Scootaloo’s body went limp, and Dash lowered her to the floor, a throaty chuckle rumbling through the smaller pony’s neck.

“N-no… fair…”

Dash grinned as she kissed the base of a limp ear. “Thanks for worrying about me, squirt. But I can rest up when we’ve got things settled properly.”

Leaving the smaller pony to compose herself, Rainbow Dash turned to lift the cooked haunch of meat off the spit, settling it down on a metal plate. With a flick of her tail to grab Scootaloo’s attention, Rainbow Dash nodded her head towards a very red haunch on an also quite red plate. Scootaloo’s eyes widened just so as she peered at the very raw shoulder of… gulp. Some kind of animal. Had Rainbow…?

Taking a slow step forward, Scootaloo gingerly gripped the plate in her mouth and stood, doing her best to keep the flows of red liquid from sloshing near her lips. Peeking back at Rainbow, the little pegasus couldn’t help but heat up at the warm, proud look from her idol.

Following Rainbow as quickly as she dared, Scootaloo laid the plate out on the bed, shifting her wings nervously.

“S-so, Rainbow… what’s um… what’s with the meat?” she asked sheepishly.

The devilish pegasus grinned at her, showing off teeth far more pointy than even pegasus teeth every truly got. “Different diet Scoots. You’ve tried fish before right? Most pegasus take a little fish in their diet now and then, the oils are great for our feathers,” she chuckled at the hesitant nod she got from the younger pegasus.

“So, venison, or deer meat, is a lot like that. Just… denser. Spitfire and the rest are still putting on weight, and they’re going to have to rebuild a lot of muscle. So, a little meat provides what they need a lot easier than the bushels of salad and fruit we’d have to stuff them with to get the same result.”

Scootaloo nodded curiously, turning back to the meat, looking it over thoughtfully. It was true, she had tried fish once or twice; salted cod, one time. And some fresher salmon, during a camping trip. But this… Her eyes peered over at her Mistress, then back to the bloody plate.

“...could… I-I try some?” she asked hesitantly.

Dash arched an eyebrow, an affectionate smile settling to her muzzle, the glint of fangs beneath her lips doing nothing to disrupt the warm expression. “Sure you can, though… not from that plate I think. You’ll probably enjoy yourself more if you go for at least medium done.”

She peered back at Dash and gave a tentative smile, nodding. That sounded… at least a little bit more appetizing, at least. She scooted closer to Rainbow Dash, leaning up and over the bed, snuffling uncertainly at the heap of lightly roasted meat. Dash was picking it apart a bit with the fork, separating into chunks and shreds. She looked for a crispier piece for the younger pegasus, something that fire had kissed a little longer than usual.

“Why is there a big raw hunk anyway?” Scootaloo asked as she watched, trying not to feel queasy at the prospect of eating any of that.

“Mmmmmmph… that’s probably mine,” a sleepy voice from farther on the bed responded. Slitted purple eyes gazing at them blearily from atop the grey rump that had become her pillow.

A bit of lightning zipped through Scootaloo’s body at the voice of her Mistress, and darting forward on instinct, she snatched a piece of crispy meat that Dash had pulled aside. She chewed slowly, resisting the urge to pack into her cheek; she needed to taste this. And it wasn’t… all that bad, actually. The flavor was different than anything she had ever tasted before, and she felt just a little awed. Sitting on her haunches, she shyly turned to look at Twilight, judging her Mistress’ opinion at her act.

The fond smile on Twilight's face amply rewarded her for her daring. The snorts and yawns from the wakening Wonderbolts ending in three pairs of still purpled eyes zeroing in on the platter in front of Dash. Long tongues slowly licking lips, bodies tensing like hunting cats, but restrained by the will of their Mistress. Shakily, pleadingly, they turned to Twilight, silently asking permission.

Scootaloo was a little unnerved by the silent, almost animalistic behavior of the three. "I-I was... Like that?"

“You were, yes. Frankly, I’m surprised you aren’t still. You’re just full of surprises,” Twilight chuckled as she gently waved her pegasi onwards, a warm smile on her lips as she watched them tear into the prepared meat with gusto. Scootaloo took a half step back, eyes a little startled, to avoid the short range splatter of their… enthusiasm.

“It’s not a bad thing, Scootaloo. They’re maintaining their integrity during a significant alteration to the way their minds and bodies work. They’re not in serious distress, and we’re just keeping them comfortable and occupied until everything shakes back down out of limbo again,” she grinned at the hungry trio and their wrecking of the roasted haunch before her horns lit up and the bloody tray at Scootaloo’s shoulder lifted in her magic and made its way towards her.

“Oh… o-okay… but what’s with the… raw one?” The young pegasus swallowed back a slight queasiness at the way Twilight was eyeing the platter before her.

Is she really gonna eat that?

She got her answer as with a quick darting motion, gleaming fangs sank into the pink flesh. A sharp jerk and tug, and a long dangling strip of deer was disappearing into her maw. Urp!

Scootaloo quickly looked away, swallowing the sudden intense nausea. Only to blush at the knowing and quite amused grin on Dash’s muzzle. Deep down, that little stubborn side quickly roared to life, chest puffing out and wings flexing. She should- Turning back to the plate, Scootaloo stared in surprise at the empty, though still bloodstained, plate, eyes moving to stare up at her Mistress.

Twilight had conjured a lacy napkin and was daintily wiping her muzzle as casually as if she’d just finished a daisy sandwich in three bites instead of a leg of venison. Scootaloo couldn’t help but stare at her in surprise, jaw dropping open just slightly. ...wow. Twilight’s answering grin was downright predacious, and she turned to Dash, beckoning her closer with a flick of her wing.

Dash hopped lightly to the bed, stepping around the ensuing pegasus feeding frenzy with a giggle before slinking up to the archdevil, her entire body telegraphing submission as she brushed her snoot up beneath Twilight’s. Wings low, ears back, eyes closed as she nuzzled slowly along her neck and shoulder. The slump of her wings revealing her strong flight muscles to the archdevil.

On an instinctual level it was a demonstration of deep trust. Her entire body communicating her submission, ‘You may cripple me if you wish.’ while she revelled in the tender contact with her mistress. Twilight returning the gentle caress, purring softly, soothingly before with a jerky lunge she toppled the sky blue pegasus. Dash letting out the softest of yelps as the heavier archdevil settled atop her.

Muzzle met muzzle, lips coupling slowly, deeply, and then fiercely on both sides. Rainbows forelegs gripping around her mistresses barrel as she playfully fought her for control of the kiss, the blush on her cheeks flaring as she was firmly put in her place by Twilight’s longer tongue. The intimate embrace lasted until even trained pegasus lungs sought the need for air, both gasping for breath as their lips parted. Heads pressed together, unwilling to accept any more separation than absolutely necessary.

“Mmmmmmh, my Mistress,” Dash cooed quietly, rubbing a fetlock alongside a purple neck, revelling in the unblemished, soft fur. “It’s so wonderful to be able to touch you again,” the comment was given in a breathy whisper, and Scootaloo blushed at hearing it. She suddenly felt awkward and out of place, as if this should be a private moment between her idol and their mistress.

“Oh, my little Dashie.”

Snrk… hnnngh… somehow Scootaloo managed to stay silent. That. Wow… That was perhaps the most amazing ammunition for teasing against her big sis she had ever… EVER.. gotten! ‘My little Dashie.’ She was going to have to save that for a truly awesome moment. She ducked her head below the edge of the bed to hide her grin. If she could have rubbed her hooves together and cackled maniacally, and gotten away with it, she would have.

Yet when she raised her head, almost physically compelled to return her gaze to the two most important ponies in her life, the sight of her big sister melted into Twilight’s embrace stilled some of her gleeful jubilation at the embarrassing nickname. She looked… happy. Incredibly so in fact. Relaxed and smiling almost blissfully and yet clutching the archdevil just as tightly. It made Scootaloo’s eyes smart for some reason, leaving her blinking away sudden moisture.

“I can’t stay for long, Mistress,” Rainbow murmured, voice heavy with regret. “There’s so much to do. But is the blood helping any? Game around Canterlot is really sparse for some reason, you used to see deer all through these woods. I had trouble finding a suitable kill.”

Twilight considered for a moment, closing her eyes and listening to the discordant cacophony of her pained thaumaturgical synapses. “It helps, somewhat. Though the longer dead, the less effect I’ll get from it. If game is so scarce, the rest should probably be saved for these three bottomless pits," her tone fondly amused at the continued antics of the Wonderbolts tussling for the next shred and mouthful.

Dash gave a sighing snort, grinning over at them for a moment. “Then we’ll just have to keep you in supply of fresh, until your nerves heal up,” she murmured, turning her head away, offering an expanse of sky blue throat to the Archdevil. Scootaloo to her surprise and some small horror, noticed regular marks, in various stages of healing upon the side of her neck. M-mistress was… feeding from R-rainbow?

Wide-eyed she watched as the Archdevil lowered her lips to brush and groom gently at the subtle wounds of her making. “I’ve taken so much, and so quickly," she whispered, cogent concern lacing her tone. “You can’t afford to give much more without a rest," she began to withdraw when a forehoof gently hooked behind her neck, preventing her from rising away.

“I can rest once you are restored. Take what you can, please Mistress. I’ll be alright.”

Scootaloo gulped nervously, taking in the gauntness, the unnatural thinness of her big sister and realizing how much more than simple fatigue was causing it. She saw the hesitation, and concern on Twilight’s face as she considered denying the fervent request. After a moment she again kissed the soft furry throat, lips and tongue brushing tenderly. Then with a gentle shift of her jaws and a slight jerk of her head, fangs slipped into the supple flesh, drawing a sharp hiss from the pegasus.

Scootaloo remembered some of the stuff she had once read in trashy romance novels from Dash’s secret stash. Where bat pony stallions drank blood from mares they hypnotized for the purpose, sometimes turning them into bat ponies themselves. All utter horseapples of course. Yet the idea of such feeding evoked powerful imagery in her young mind, and she found herself rooted in place by the tableau before her.

Dash’s eyes were screwed shut, teeth gritted and lips pulled into a thin pained snarl. A soft, thready whine escaped her lips, and she shuddered as Twilight fed. And instead of trails of crimson blood from the bites trailing down her throat, none escaped the firm clasp of Twilight’s suckling lips. None of the precious fluid was wasted. The sight of Dash’s discomfort conflicted the younger pegasus badly.

Her newfound instinct to submit to her mistress clashing with her protectiveness of her big sister. She felt the urge to leap forward and drive away the one who was hurting Dash, yet was paralyzed by the knowledge of the deeper allegiance which lay upon her now. Before she could do more than consciously become aware of the source of her internal distress, Twilight withdrew. Returning to tenderly grooming the glistening new marks on Dash’s throat.

“I dare not take any more. You’re compromised enough as it is," she murmured, a note of steel in her voice that Dash pantingly accepted as she tried to pull herself together. She opened her mouth to respond…

A sharp knock on the door forestalled whatever she might have said. A thin shaft of light as it was cracked open revealing one of the demonic guards, indicating the time for Dash as ordered. Stifling a curse, Dash leaned up to kiss her mistress hungrily, a shudder of need rippling through her body. “I-I can’t wait until you’re fully recovered, Mistress," her words husky and soft, before she began to scramble out of the bed. Twilight permitting her to rise though following her slightly clumsy departure with evident concern. And then the door closed, and soothing darkness returned.

Scootaloo stared at the closed door, realizing she was shaking slightly, the retroactive adrenaline rush leaving her jittery. The soft clearing of a throat brought her attention jerking back to her mistress, eyes wide and slightly panicked at the apparent lapse. The Archdevil was regarding her gently however, no trace of anger on her face, though with signs of worry, or pain in her eyes.

“M-mistress?” Scootaloo heard her own voice speaking, somewhat surprised as she hadn’t yet made up her mind.

“Yes, pet?” Twilight responded with a gentle smile, beckoning her closer. The pegasus’ young body hopping to the bed almost before her brain could react to the summons. “You’re worried about Dash aren’t you? I noticed your tenseness while I fed.”

“F-forgive me, Mistress! I don’t know why… I never meant… I-I’d n-never…”

“Never what? Never contemplate leaping to Dash’s aid? Even against me? I take it as a good sign that you feel so strongly about it," her soft tone was amused. That amusement fled in the next breath as her violet eyes grew warningly chill. “That being said, my dear, equate acting on such thoughts to suicide. I am not an opponent to court casually, nor would I leaven my response for either your youth, or your importance to Dash or myself. That is, if Dash didn’t take you apart first.”

“I-I…” Scootaloo’s mind was blank with a strange confused panic. Yet a gentle hoof pressed to her lips, silencing her babble and sharpening her focus away from her distress.

“It’s alright. Take that as a warning, not a threat. Some lessons in this new world you’re entering are pass/fail. And I have such hopes for you," the glacial frost had thawed from Twilight’s gaze, leaving her looking tired, and faintly... sorrowful.

“I-I want to help, Mistress. Please… tell me how I can help you and sis," Scootaloo bit her lip hard, her eyes beginning to water slightly yet she brushed the moisture away irritably. “I need to know how to help. You need b-blood? Why?”

“I contested the power of gods and suffer the consequences. I heal, but slowly," Scootaloo looked up and found her gaze locked upon the slitted, predatory gaze of her Archdevil. “I traded strength and integrity for a great prize, and now must recover. I heal as true demons and devils do now. Our existence is more… abstract, rather than singularly biological. Your presence here is one part of that restoration. You and the others have done much to soothe my physical wounds, and repair the damage to my body. Yet the struggle I engaged in damaged far deeper than just flesh. I almost severed the bond between my physical form and… it’s less than accurate to term it my soul, yet that is the easiest way to think of it.”

Scootaloo nodded, sitting at a rapt attention trying to assimilate the strange knowledge being shared. “And blood h-helps…. fix that?”

A flash of fangs in a pleased smile rewarded her tentative effort to draw the threads together for herself. “It strengthens the body, which allows my essence to exert more force in bridging the gap. Also, my thaumaturgical pathways, the ‘system’ that allows magic as unicorns practice it, was virtually wiped out. Strengthening the body past simple health also speeds the process by which the pathways rebuild, granting me more capacity for exerting my power.”

“So Dash has been providing blood to help you heal," Scootaloo dropped her gaze as she braced herself for the next question. One she had to ask, had to know. “I-If you could get the blood you need elsewhere… w-would it help Dash get better?”

“Not quickly. She needs rest, true, honest rest which she cannot get with the capitol in turmoil. What it would do, is prolong the time that she could function, and hasten the advent of my restoration. Once restored, I can take much of the pressure from her shoulders, and begin sorting out the chaos.”

“Then take mine.”

“What are you offering, Pet?”

Scootaloo swallowed against a dry throat, yet… the conflict about this decision never materialized. It helped Dash and lessened the time with which she would be handling the strain she was under. It also aided Mistress. Her paramount concerns were all attended to with this course of action.

“My b-blood. I have at least more than Dash does right now. And I have more time to eat, and recover than sis. I should be able to g-give you at least as much as she’s been. Maybe more.”

Twilight’s hoof touched beneath her chin, lifting her gaze once more. The Archdevil’s eyes gazing into hers, shrewdly calculating. “And if you could meet my needs entirely? If it was your ‘job’ for the near future? Would you be willing to accept the discomfort and necessities of such a task?”

“I-I would Mistress. Anything for you and sis.”

Face impassive, Twilight’s horns flickered purple and a chunk of venison lifted from between Spitfire’s forehooves just before she bit into it. The pegasus startled and looked around glaringly at who was stealing her food. The gnawing ever present ache from her healing body making her extremely protective of her meals. Her eyes widening as she spied the thief and immediately cowed before the little smirk on the Archdevil’s lips and meekly turned to wrangle another bit for herself.

The flesh was levitated into Scootaloo’s surprised grasp. “Eat that," her Mistress commanded and with a slight queasiness for the coming act, Scoots bit down into the flame warmed meat and tore a strip free as she had watched the Wonderbolts do. “You’ll need the calories and the nutrients. I am going to cast a few spells upon you. It will greatly increase the speed at which you replenish blood and you’re going to need raw materials for that process.”

Her magic flicked out to tap on the door, the response immediate as one of the guards opened it to inquire. “Send a message to the kitchens, I want a heavy and varied meal brought in every two hours. And have one of the thestrals harvest the liver from the deer in the cold storage.” With a bow, the blank faced guard slowly closed the door and hurried away to attend to this errand. “Liver meat is ideal for restoring the blood, though you may not enjoy eating it very much," she murmured as she watched the young pegasus wrestle this important first meal into her stomach.

Slowly the violet glow of her horns deepened, her eyes catching and reflecting the flickering light as Scootaloo felt… something. The feeling was difficult to describe, a wash of conflicting sensations down her spine that made her squirm to try and sort them out. “Nnnngh.. wh-what should I expect to feel, Mistress?”

“Most likely, a bit uncomfortable in your own skin at the moment. It will pass soon," Twilight murmured as she concentrated. The Archdevil frowning as her horns gave off a faint sizzle. A wisp of thin smoke curled from the underside of one as she delicately wound the spider web like strands of enchantment around the pegasus.

Her sight saw much more than just the physical around her. Deep within the orange pegasus filly the flickering glow of her soul radiated out from inside. Now touched with demonic power, it’s light was shading towards the infernal. The delicate filigree of her spells bound gently to the body, and the inner light shuddered at the touch.

This was the source of the uncomfortable feeling that had Scootaloo wriggling as if trying to leave her skin. Even as she watched, a small portion of the violet magic sank through the flesh to caress the spirit stuff, which shrank back from it until contact was made. A pulse of brilliant purple spiralled into the point of light, the pale color of it darkening another shade as it absorbed the energy. The pegasus giving out a faint gasp as the lattice of enchantment snugged about her, beginning to tinker with her body's normal function to a specific goal.

“There we are," Twilight murmured softly, letting her horns go out, wincing a little at the wisps of smoke now curling from them. She gave her head a quick shake to dispel the annoyance. Power was returning, but the delicacy of enchantment work was still taxing to her body.

Still…

Scootaloo, still running a hoof over her chest trying to shake the now fading heebie jeebies she had been experiencing, let out a soft squeak as she was gathered up in an embrace of purple forelegs. Finding herself efficiently tucked close against her Mistress’ barrel as she reclined back to the bed. Her cheeks burning in a blush that must be close to incandescent as she returned the embrace tentatively.

Her Mistress’ chuckle vibrated into her chest as a roughened tongue brushed along the base of her ear, making her jaw slacken slightly, releasing an unintelligible little mutter. She could do nothing but round her neck a little and bury her snoot in Twilight’s fur as the soft, soothing grooming continued. “Unnnngh... “

How long Scootaloo clung to her Mistress, her brain turning to mush under that strong tongue and the tender, pleasing nibbling of teeth against her ears, she could not later say. Any attempt to rally, to return the attentions, could gain no traction with the pleasure that washed down her spine, leaving hot tingling sparks behind. She could only tremble and mew her gentle pleas for it not to stop.

Only once Twilight was certain that her little pegasus was limp and properly mewly did she begin to move down. Gentle lips and rough tongue grooming Scootaloo’s slightly rough, unwashed fur. Sliding over her skin beneath it all, heating it intensely as she prepared for her much needed drink. A wing-claw slowly trailed a sharp line up Scootaloo’s side, drawing a needy, shaky little whimper free. And then…

The fangs kissed the heated skin of Scootaloo’s neck, and she had to muster all of her willpower not to tense and flinch. Regardless, Twilight still paused and returned to soft nuzzlings. “Shhhhh, just relax.”

The command permeated her body and mind, and Scootaloo could feel herself breathing easier, limbs relaxing and resting more comfortably beneath herself. With a faint pegasus trill, she tilted her head slowly, to give her Mistress more room to work.

“Mmmmmmh, that’s it. That’s my brave filly," Twilight cooed quietly to her, “Rainbow will be so proud when I tell her about this…”

Scootaloo’s eyes brightened considerably at the words. She wanted to see Rainbow Dash happier… less stressed. She had taken so much onto herself; worked so hard. Scootaloo really-

The sudden sharp pinch at the base of her neck drew the start of a surprised gasp from her lips, but it dissolved almost instantly into a confused little whine. She had expected to feel pain, Dash had certainly looked less than comfortable during her earlier feeding. She did indeed feel the sting of fangs against her neck. But her body wasn’t stiffening from pain. Her spine was arching in Twilight’s embrace from the precise opposite. “G-guh!” Jaw falling slack, and then clenching as ecstasy caressed her nerves. And then Twilight gave a soft, gentle gulp, lips sucking against her neck, and the pleasure intensified. She felt her eyes rolling back in her head, soft mewling whines escaping her harshly gasping lips.

It was… good… oh goddesses it was good. In fact… it might be t-too good. She couldn’t move, couldn’t respond at all, could do nothing but relax in her Mistress’ clutching forelegs and drown in the sensation. Her nethers clenching as the soul-hazing pleasure of the bite caused a sympathetic response from her body. A hind leg twitching slightly as she wondered, in a state fast approaching utter blissfulness, if Mistress could bring her to climax like this. A sharper, stronger suck against her neck making her gasp a thin, reedy cry of delight… nnngh… th-that w-would likely be a yes th-then.

Among the Wonderbolts, fluffy ears perked at the sounds of the smaller, submissive pegasus’ moans and squeals, their gleaming eyes turning back to watch their Mistress feed from and toy with their smallest flock member. Each of them exchanged curious glances, and goading nudges, before Spitfire slowly rose to her hooves, licking her chops as she slowly trotted over to watch closely.

Hesitating, unwilling to upset her Mistress in any way, Spitfire peered submissively at Twilight, purple eyes locking together. The smaller mare’s nostrils expanding as she took in the quickening scent of the filly’s arousal.

Twilight gazed back at the feral mare, this was a good sign of her continued improvement. More abstract concepts were beginning to occur to her again. She drew another soft gulp, a shiver passing down her spine at the feel of warmth and strength it gifted her. She considered how much more she should take at this first feeding. Even as she cradled Scootaloo closer with one foreleg, trailing the other forehoof slowly down her weakly arching body, to push her trembling thighs apart, baring her to the raptly attentive Spitfire.

A slow, eager smile split Spitfire’s muzzle as she dutifully looked to her Mistress, giddy at the little nod from Twilight. Diving in like a hunting bird, Spitfire nuzzled her head between Scootaloo’s haunches, sucking in a deep lungful of her aroused scent. Mmm… Perfect. Sealing her mouth to the mound of her little flockmate, Spitfire’s tongue slowly pried its way inside the moist, tasty lips, arching to slowly brush Scootaloo’s clit. Scootaloo wasn’t totally aware of what was happening, her sole focus the incredible sensation of being fed from. Until she felt a hot breath against her nethers, letting out a soft, surprised gasp. It quickly modulated into a more gutteral groan as a muzzle pushed against her and a tongue slithered inside her. She felt Twilight’s purr of approval and the heat of her blush recharged.

The pile of ‘Bolts grinned widely as they watched their Captain feasting on Scootaloo in her own way, multi-chromatic tails eagerly twitching. Soarin’ began to slowly creep forward… only for a tug on his tail to keep him back. Growling in surprise and irritation, he spun around; Fleetfoot had spun around as well, haunches raised in the air, tail tucked to the side. She knew, through the slowly clearing haze of her mind, that Soarin’s mare destroyer would not be good for their newest flocksister, not yet.

The larger male gave another small growl but stalked forward, hopping onto Fleetfoot’s back and firmly gripping her mane in his teeth. The mare hissed back, a sharper sound, as she arched under his weight, challenging the stallion on top of her. Not one to let such a thing past, even in this state, Soarin was all to happy to bring his shaft up to Fleetfoot's quivering folds. Teasingly, he grinded his cock along Fleetfoot's slit, lathering it in the mare's dripping nectar.

Twilight rapped the table next to her, both Soarin and Fleetfoot ear's turning to the sound, the ponies themselves taking a bit longer. When both of them finally made eye contact with her, Fleetfoot's eyes noticeably more alert than Soarin's, Twilight didn't hesitate to give the stallion a reproachful look. The same one she would give a foal for not sharing their toys. A triumphant look spread across Fleetfoot's face, smirking at the slightly peeved Soarin. Twilight couldn't help but chuckle at this, even in this base state Soarin loved to tease.

Scootaloo was adrift in a sea of ecstasy. Twitching only slightly when Spitfire's tongue hit a particularly sensitive spot inside her. But by far, the gentle suckling of Twilight on her neck was the most intense thing she was feeling. Each mouthful of blood Twilight drew from her sent her even further into new depths of pleasure, her tongue lolling limply out of her mouth as her eyes glazed over. Suddenly, Twilight pulled away, her tongue gently lapping at the bleeding wound, leaving Scootaloo dazed as she started to come back to herself.

"I can't take anymore for now, you're still too weak," Twilight said, her muzzle brushing against Scootaloo's ears as she spoke.

"I'm sorry," Scootaloo replied, no small amount of disappointment in her voice that she couldn't provide more for her mistress.

Twilight gently bopped Scootaloo on the back of the head. "None of that. What you just did for me means more than you can understand," that said, she turned Scootaloo's head towards Soarin and Fleetfoot, the wonderbolts having adjusted their position slightly so they could rut properly. Scootaloo watched with wide eyes as Soarin pulled his hips back, the head of his titanic cock nestling into Fleetfoot's dripping folds.

"Fuck her Soarin," Twilight ordered, the wind from her voice tickling Scootaloo's ears. "Give Scoots a show."

While the actual words were lost on the foggy-minded stallion, the meaning behind them wasn't. A positively predatory grin spread across his face as he clenched his muscles, hilting his cock in the mare beneath him in a single, brutal stroke. Fleetfoot let out a literal scream of ecstasy, throwing her head back against Soarin's chest as he speared into her depths.

Scootaloo felt a wave of arousal flood through her as she watched the erotic sight in front of her. Soarin's face was screwed tight, the act of being buried so deep in Fleetfoot testing his steely resolve. Fleetfoot's eyes had rolled back in her head, her face trapped in a mask of ecstasy as she writhed beneath the powerful stallion. However, Soarin didn't pause for long, pulling his mare-destroying cock out of Fleetfoot's nethers in a single motion, now covered in a thick sheen of Fleetfoot's nectar. The mare whined piteously beneath him, trying to fuck herself back onto the glorious rod penetrating her. His lust outweighing his desire to tease her, Soarin plunged his cock downwards, filling the mare to the brim once again.

"Look at them Scootaloo," Twilight said, her voice low and husky. Soarin quickly built up a quick rhythm, his groin impacting against Fleetfoot's with a meaty slap every second. "Isn't it wonderful? Two amazing ponies, with such powerful devotion to one another, sharing in the greatest of intimacies. And they're all mine."

There was a decided edge to her voice now, her grip on Scootaloo just a tad tighter.

"You are mine Scootaloo," Twilight announced, with the universe as her witness. Just daring it to say otherwise. "I have such big plans for you my little Scoots. Such big plans..." her voice trailed off, the devil seeming drifting off into realms unknown.

Suddenly, Spitfire's tongue plunged inside of her, the tip tickling her g-spot in an impressive display of sexual prowess. Scootaloo couldn't stop from jumping in Twilight's grasp, a loud moan escaping from her throat. She couldn't help it, already there was an orgasm forming in her core. Her inexperienced body was helpless against the onslaught of Spitfire's skilled tongue. This seemed to bring Twilight back from wherever she went, the devil smirking down on the little pegasus as she squirmed against her.

"What's the matter Scootaloo? Do you have to cum already?" Twilight's fanged grin spoke volumes to how she felt about that. "Well, I can't say I blame you. Spitfire is definitely a good pussy-licker. Goodness knows how many times she made Dash cum."

From between her legs, Scootaloo felt a pleased hum from the mare in question. The fiery mare redoubling her efforts, eating out Scootaloo with a predatory voraciousness.

"Oh!" Twilight said as she finally realized what was happening. "Are you holding yourself back Scootaloo?"

Scootaloo whimpered an affirmative, her entire body quivering.

An extraordinarily pleased expression spread across Twilight's face, fringed with no small amount of pride.

"Such a good little pony you are," Twilight said tussling Scootaloo's mane. "But I didn't order you to do so," a dangerous glint appeared in her eyes, "that comes later. But for now… cum for your mistress."

The words were laced with magic, not that Scootaloo needed it. Immediately after being given permission, she surrendered happily to her orgasm. The explosion of pleasure rocketing through her with the force of a freight train. Eyes rolling back in her head, Scootaloo couldn't do anything but scream as her body quaked in Twilight's grasp.

Her inner muscles clamping down on a non-existent cock, thick streams of her nectar erupted from her slit. The first few splashing against Spitfire's face as she blinked in surprise at the intensity of Scootaloo's orgasm, but swiftly she opened her mouth, making sure to catch the rest.

"Such a good little pet, cumming for your mistress so hard," Twilight said, one of her hooves idly toying with the fur above Scootaloo's crotch. Scootaloo herself had no idea how long she came for. Pulses of fire regularly spread through her entire body, accompanied by another spurt of her marecum into Spitfire's open mouth. Eventually however, her orgasm ended, leaving her a quivering mass of sex in Twilight's grasp.

Sucking in deep breaths of air, Scootaloo was entirely unprepared for Spitfire's mouth closing over hers, the older mare immediately transferring her prize into the younger pegasus' mouth. At first, Scootaloo's eyes opened wide in surprise as she was fed her own cum, but soon enough Spitfire's tongue coaxed her own into action. Slowly, intimately, the two of them kissed. Their tongues dancing as they transferred Scootaloo's nectar back and forth, some slipping from their intertwined mouths to land wetly on Scootaloo's chest.

"I can't wait till you do that with my cum," Twilight said, leaving no doubt that it would be happening in the future. Not that either pegasus would have done anything else. After what seemed like forever, Spitfire pulled back, swallowing the last of Scootaloo's cum. The older mare locked eyes with Scootaloo, hers full of lust and pride. Two other loud groans stole their attention, the three ponies turning to see Soarin and Fleetfoot in a literal fucking frenzy.

In impressive display, testament to the stallions old self, Soarin was humping the poor mare beneath him so fast his entire crotch was little more than a blur. Beads of sexual fluids flying from his swinging balls with every stroke. All semblance of lucidity seemed to be gone from the mare's face, her tongue hanging limply out of her mouth and her eyes rolled completely back in her head. Mindless moans sounding from her mouth, spiking with every impact of Soarin's crotch against her own.

With a roar, Soarin hilted himself in fleetfoot, stopping completely as his heavy balls tightened in his sack. A visible bulge traveled through his cock, stretching the mare's already clenching pussy even further as he pumped her womb full of his seed. Surprisingly, when the first rope ended he pulled back, thrusting back into the mare as the second rope traveled up his cock. It was an impressive display seeing the Soarin fuck Fleetfoot through both their orgasms, not to mention how delicious their mixed juices looked dripping from Fleetfoot's battered sex. Seven ropes later, Soarin collapsed on top of Fleetfoot, both ponies falling to the bed in a tumble of limbs.

Scootaloo's gaze, however, was locked on Soarin's still rock-hard shaft as it was pulled out of Fleetfoot's snatch. It was covered in a mixture of both ponies sex, the turgid pillar still twitching obscenely as the last few dribbles of cum slipped down its length. Scootaloo licked her lips, the urge to lick Soarin's cock clean was shockingly strong. She hadn’t felt anything like this for any but Mistress and Rainbow before, yet the tantalizing thought of Soarin's member wouldn’t leave her mind as an almost liquid shiver rolled down her spine.

She blushed as she heard Twilight chuckle into her quivering ear. "Oh? Do you want his cock?" Twilight asked. The young pegasus gulped audibly at the question, eyes widening as if she’d been caught with her hoof in the cookie jar.

“I-I…” Oh please don’t be mad mistress… She gave a confused whimper at the intensity of her desire.

"You know the drill Scootaloo: beg me for it."

Scootaloo’s eyes closed in intense relief. A knowing giggle from Twilight followed by a firm nip against her sensitive eartip. Mistress wanted an answer.

She felt her cheeks heating again. “Y-yes… I want h-his cock," she somehow managed to say, her desire pulsing more strongly as she gave it voice. The sharp nip was repeated. “Tell me all of it,” Mistress purred huskily in her ear. And the floodgates crumbled away.

"Please Mistress! I want to taste his cum so bad! I want him to fuck me until I can't walk straight! Please!"

Chuckling, Twilight released Scootaloo from her grip, the pegasus immediately launching herself towards her goal.

Scootaloo fell upon Soarin's cock with an intensity that surprised even Twilight. Her tongue shamelessley licking every inch of the stallions' crotch that she could. Not even batting an eye as she buried her muzzle in his still cum-filled balls to get every last drop. She eagerly swallowed every mouthful of cum she could, sighing with satisfaction each and every time. Despite his beleaguered state, Soarin couldn't ignore the enthusiastic pony giving him a tongue bath. Slowly, he came back to himself, spreading his legs wide to give Scootaloo as easy access as possible. Even in such a base state that he was, he couldn't deny a mare's mouth free reign over his crotch.

"You said you wanted him to fuck you? Right?" Twilight asked.

"Yes Mistress," Scootaloo responded quickly, not wanting to take her mouth away from Soarin's delicious cock any longer than she had to.

"Well, if you would give Soarin's dick some breathing room, I'll cast a few spells on him to make sure he can enter you safely."

Scootaloo paused in her ministrations, looking at Twilight confusedly.

"But Mistress, you and Dash managed to both fit inside me. Soarin can't be bigger than both of you," she took another look at the monster cock in front of her, admiring the way it towered above her, easily twice as tall as her face. It was pretty big...

"Yes, but our cocks have more enchantments than the Canterlot Bank vault, Soarin is all natural. I'm quite frankly surprised Fleetfoot and Spitfire manage to handle him so easily."

Scootaloo pursed her lips, but nonetheless pulled back, exposing Soarin's dick to her Mistress' gaze. Twilight's horns lit up, the glow of her magic quickly surrounding Soarin's dick. Immediately a pleasure filled groan sounded from the stallion, unable to keep himself silent was Twilight's magic teased his nethers. Scootaloo's mouth dropped open at the erotic display taking place only inches from her. Seeing such an exemplar of stallion writhing in ecstasy under her Mistress' magical caress was something she'd likely never get tired of.

Great streams of the stallion's precum ran down his length, the shiny liquid pooling on his crotch before continuing their trek down his balls. Scootaloo felt her mouth water at the enticing sight, but nonetheless held herself in check, not wanting to disappoint her Mistress.

"Alright," Twilight finally said, the glow around her horns dissipated, faint curls of smoke rising from them. The devil rubbed her head, wincing as the last of the pain faded away. "He's safe, now straddle him Scootaloo, facing me. I want to watch your face as he fucks you."

Scootaloo did as she was told, throwing her leg over Soarin's chest, her eyes locked on the pillar of flesh rising from between her legs. It was long enough that she could continue her oral ministrations without any significant effort, maybe with a slight bending of her back. She squirmed on top of him, grinding her sopping nethers on the stallion as she realized that she would soon have this monster inside of her. Suddenly strong hooves wrapped around her, pulling her backwards until her back was snuggled into Soarin's muscled chest.

Even in this feral state, his green eyes held such powerful concern for her. Tears came unbidden to her eyes, it has been so long since anypony looked at her like that other than Sweetie Belle and Apple Bloom. Closing her eyes to fight back the tears,she couldn't but let out a sniffle. Slowly, the last dredges of tension fled from her body, the past decade fading from her mind because right now, everything was perfect. Soarin, her new flockmate, had her bundled up in his arms, holding her as if he could protect her from anything. A muzzle brushing up against hers caused her to open her eyes, Soarin's own looking into hers. Oh he was so handsome… While Rainbow Dash had taken up the majority of her masturbatory fantasies, the wonderbolts weren't that far in second.

The stallion gently brushed Scootaloo's tears away with a wing. His brow furrowing as he struggled for words he should have, but couldn’t find. "No," he finally whispered tenderly to her. Scootaloo didn't struggle when she felt three sets of hooves lift her upwards, Spitfire and Fleetfoot helping their teammate to position the filly above Soarin's cock. Scootaloo sucked in a deep breath as she felt the massive head press against her slit.

"It's so big…" Scootaloo whispered, groaning as the supporting hooves slowly brought her downwards. Throwing her head back against Soarin's chest, Scootaloo's entire body clenched as she felt her nether's spread open.

"Relax Scootaloo," Twilight ordered. "You'll only make it worse by tensing."

"Yes Mistress," Scootaloo replied, taking deep breaths in order to calm her racing heartbeat. Sensing she still needed help, the pegasi surrounded her started to massage her body, their experienced hooves easily able to work the tension out of the filly's body. Scootaloo let out a loud yelp as the first few inches of Soarin's cock plunged into her, her slit finally spreading enough to permit the immense intruder. Groaning, Scootaloo squirmed in her flockmate's grip, the larger pegasi easily able to hold her still.

Slowly, ever so slowly, Scootaloo felt herself being lowered down Soarin's mare-breaker. The pillar of flesh spreading her insides apart mercilessly, her inner walls clenching tightly around the intruder. Slight twinges of pain assaulted Scootaloo's mind, but they were nothing compared to the sheer amount of pleasure she was experiencing right now. Inch after inch of cock plunged into her, seemingly never ending as her slit was filled to the brim.

"Such a good filly," Twilight said, drawing Scootaloo's attention. She gestured to Scootaloo's chest with a broad grin. "Look at how much of his cock you're taking."

Heaving her head upwards, Scootaloo looked down her body, only for her mouth to open in shock at what she saw. A visible bulge started at her crotch, making its way up her body in an obscene display. Lifting a shaky hoof, Scootaloo traced its outline, moaning as she felt Soarin's cock twitch inside her. She could almost see Soarin's heartbeat through the bulge with every pulse of blood. Fleetfoot and Spitfire dropped her another few inches, the bump creeping up her chest.

"Ohh…" Scootaloo moaned, reveling in the feeling of Soarin's cock spurting its precum into her depths. "So full…"

Scootaloo was unable to say anything further as more cock was forced into her, her higher functions shutting down as her mind struggled to process the sheer amount of ecstasy Soarin's shaft was causing. And after an eternity, Scootaloo finally felt her plot press against Soarin's crotch, the stallion's heavy balls warm against her fur. Scootaloo let out a loud groan, announcing her success to whoever would listen. Then, in an almost excruciating way, Soarin pulled out, his cock leaving an immense feeling of sheer emptiness behind. She barely noticed Fleetfoot and Spitfire's hooves disappearing from her body.

"Fuck her Soarin," Twilight said, her voice low.

Scootaloo moaned her agreement, only for it to turn into a yelp as Soarin thrust his cock upwards, burying it to the hilt in the filly's spasming pussy. Half formed sentences and words flew from Scootaloo's mouth, the filly entirely unable to form a coherent thought as Soarin spread her over and over again.

Twilight herself had her hoof buried in her crotch, shamelessly masturbating to the spectacle in front of her. A soft tapping on her shoulder drew her attention, and she turned to see a nervous looking Spitfire sitting next to her.

"What?" Twilight said, her voice a bit tensed from being interrupted.

Shyly, Spitfire held up a begemmed leather choker, and it took the archdevil only a second to recognize it as Dash’s special collar, which the devilish pegasus had used on the mare only hours before. There was no doubt the Spitfire was remembering the impressive stallionhood it had given Dash, and now wanted the same for herself.

Smirking evilly, Twilight took the choker from the mare's hooves. “Why don’t we get you your own, Pet,” she cooed softly, horns lighting as the leather circlet glowed and duplicated, and then duplicated again as Twilight giggled amusedly at a suddenly interested Fleetfoot. It took only a second for her practiced hooves to undo the buckles, quickly snugging them around the Wonderbolts’ necks. Fleetfoot plopped down next to her captain, a hoof happily rubbing her new adornment. With a quick flicker from her horns, small amethyst gems formed upon the unadorned chokers, each shaped for the mare's respective cutie mark.

Both mare's immediately gasped, falling to their backs as their gazes were locked in between their legs. Right in front of them, cocks rose from above their slits, after only a second they were a size any stallion would be proud to own. But yet, they kept growing, matching sets of balls sprouting as well, until they matched Soarin's own godly size.

"Perfect," Twilight purred, a pleased grin on her face. "Scootaloo," the filly managed to scrape together enough of a conscious thought to look at her mistress. The filly's eyes opening wide as she caught sight of the cocks now being sported by the two mares.

"Sadly, I have something I need to do. So I leave you in the care of your flock. By the time I come back, I expect them to be satisfied, and you to be filled to the brim, with their cum. This is your reward for serving me. Is this clear?"

Scootaloo looked at the yet unattended shafts, trepidation appearing in her gaze.

"Scootaloo, is this clear?" Twilight said again, her voice forceful.

"Yes Mistress!" Scootaloo replied, moaning as Soarin's cock once again plunged into her.

"Good," with that said, Twilight pulled herself from the bed, coming to her hooves in a smooth motion. Turning back around, she surveyed the pegasi, looking at them with no small amount of satisfaction.

"Have fun," and with a final, downright diabolical grin, she turned and left the room.

Immediately, Fleetfoot and Spitfire turned to Scootaloo, wolfish grins on their faces. Rolling to their hooves, they stalked towards Scootaloo, their smiles only growing as they got closer. Blushing, Scootaloo tried to disappear into the stallion behind her, but it was to no avail. Soon enough, Spitfire and Fleetfoot were hovering over her, and for the first time in a long time, Scootaloo felt very, very small.

Powerful hooves grabbed her plot, Scootaloo letting out a yelp as she was lifted upwards. Soarin let out a chuckle as his cock was freed from the filly's depths, his flared head escaping with a soft pop. Even in his weakened state, it didn't take much effort for him to shift Scootaloo upwards, lining his cock up with her puckered ponut. The filly's eyes opened wide in surprise, but Soarin didn't hesitate as he thrust upwards, spreading Scootaloo's ass around his shaft. Knowing he couldn't hurt her, and to resume fucking the defenseless filly, he didn't hesitate to hilt himself in Scootaloo's ass, her plot impacting his crotch with a wet slap.

Scootaloo threw her head back, a strangled groan escaping from her throat as she was suddenly filled the to the brim again. Soarin's cock was spreading her to her limit and then some, every ounce of what should be pain transforming into pleasure in her lust-corrupted mind. A set of hooves planted themselves on either side of her, the action causing Scootaloo to look up into a smirking Fleetfoot's face. The mare ground her new addition against Scootaloo's slit, making extra sure her medial ring rubbed against the filly's clit. The poor filly couldn't do anything but stare, knowing what was going to happen, but unable, and not wanting, to stop it.

Fleetfoot nestled her cock in Scootaloo's folds, still slightly stretched from Soarin's cock. And with a loud groan, she thrust forward, burying herself in Scootaloo. Her cock encountered much less resistance than Soarin's did, the filly's marehood already loosened up by it's previous occupant.

Scootaloo screamed, trapped between the two amorous pegasi there was no way else for her to show her pleasure. She was so full! It seemed as if every last bit of spare room her body had was now filled by thick, throbbing cockmeat. Her flock mates pressed themselves tightly against her, making sure every possible inch of their bodies were touching the smaller filly.

At least, she thought so until she saw Spitfire appear above her, smirking as she idly stroked her own shaft. Without any words being spoken, Scootaloo knew what she had to do, opening her mouth wide, she extended her tongue, inviting the mare to make use of her remaining hole. It was something Spitfire had no qualms about doing, crouching as she brought the flaring head to the filly's offered mouth.

The taste of cock and pre invaded Scootaloo's senses as Spitfire pushed the first few inches into her mouth. Her jaw stretching as wide as possible to fit the titanic flare. Spitfire didn't slow down when her shaft entered the filly's throat, Scootaloo barely gagging she she felt her throat bulge outwards. A second later, Scootaloo's muzzle was touching Spitfire's crotch, her nose buried in between the mare's hanging ball sack.

Scootaloo trembled before letting out a sigh of pure contentment. Here she was, surrounded by her flock, both literally and figuratively. Their cocks pulsed inside her, three separate heartbeats thumping alongside her own. Scootaloo felt herself relax, surrendering completely to her current fate as a cock-sock for her lovers.

Slowly, the three pegasi built up a steady rhythm. Thrusting in and out of the trapped filly in synchronized motions. Turning the filly into a moaning mess as she was left empty. only for her to let out cute little moans around Spitfire's cock as they filled her once again.

Scootaloo let out a fresh set of moans as Soarin and Fleetfoot began to tease her sensitive ears, that act alone powerful enough to send her hurtling over the edge once again. Scootaloo began to cum, in a slow and powerful orgasm as pulses of ecstasy coursed through her. Every pump of her flockmate's cocks wringing another spurt of marecum from her. Fleetfoot groaned as Scootaloo's marehoof spasmed around her length, doing its best to coax her load from her heavy balls. But, like her control in the air, her control here was no less impressive, and the wonderbolt managed to hold back her impending release.

When her orgasm finally ended, the wonderbolts sped up. Breaking their synchronized rhythm as they each sought their own release. Scootaloo was sent hurtling from cock to cock, her mind shutting down under the sheer onslaught of pleasure. She barely noticed as Fleetfoot leaned back, hew position allowing her to thrust even deeper into the filly beneath her. Unsurprisingly, Soarin started to cum first, his endurance, already weakened by Scootaloo's marehood, was overcome by the filly's tight asshole.

Scootaloo gurgled around Spitfire's cock as she felt the first rope fire into her depths, filling her already stuffed-body past capacity. Eyes rolling back in her head, she succumbed to yet another orgasm, vibrating Spitfire's shaft lodged in her throat. She could feel her stomach expanding outwards, forced to by the sheer amount of cum being pumped into her.

Spitfire was next, hilting her cock in Scootaloo's throat as it bulged obscenely outwards, expanding even further as the first load of cum traveled through it. Scootaloo ran her tongue on whatever inch of Spitfire's cock she could, the feeling of cum being fired directly into her stomach was strange, but definitely something she could get used to. Despite her wishes however, Spitfire pulled her cock out and began to liberally cover Scootaloo's face with her seed. Scootaloo eagerly opened her mouth, catching what she could of the thick fluid.

Fleetfoot lasted a bit longer, her crotch bouncing off of Scootaloo's distended gut with every thrust. But even she couldn't last forever, and quickly began to pump Scootaloo's womb full of her potent baby-batter, the first stream of cum easily able to fill the small space. The following eruptions of cum only served to bloat Scootaloo even more, until she looked months pregnant, the entirety of her insides covered in spunk. It was too much for the filly, blackness closing around her vision as she faded into unconsciousness with a dopey grin on her cum-covered face.

The three Wonderbolts shared matching smiles as they pulled their cocks out of the filly, the filly's holes closing rapidly behind them. Scootaloo's body, even in her unconscious state, followed her Mistress's orders. When Twilight returned, she would see Scootaloo filled to the brim with her flockmate's cum, just like she wanted.