Planescape: Equestria 15 (clop warning)

>The night air is mild, heady with the perfume of flowers and grass and something more, an anticipation, a promise and expectancy.
>You’re drunk.
>Partly on the considerable quantity of booze you’ve drunk.
>But mostly on that current of anticipation that fills the air, and its fulfilment that seems so near now.
>Drunk on beauty and excitement; on your own arousal, and the arousal of the two mares draped across your body – Rarity nestled against your side and Fleur lolling in your lap.
>You can sense their desire as it mingles with yours and gives off sparks into the leafy darkness.
>One arm is folded around Rarity, pressing her slim form against you, your hand moving on her thigh as she nuzzles against you, her mane soft against your skin as she covers your neck and shoulder with feather-light kisses and playful nips of her teeth.
>Your other hand strokes Fleur’s face, keeping her sugar-pink mane out of her eyes.
>You’re getting lost in those eyes – deep violet wells, they draw you in, luring you to dive, break the reflection you see in them, sound their cool depths.
>She doesn’t break eye contact as she turns her head to take a finger into her mouth and suckle gently on it, still gazing enigmatically back at you.

>You can feel your erection beginning to strain against the weight of her head; she feels it too and begins to make occasional movements, rubbing her head against it as she sucks and licks at your finger all the while.
>Rarity’s hoof plays over Fleur’s flank, tracing concentric patterns that slowly converge upon the three stylised lilies of the other mare’s cutie mark.
>When at last she gets there you feel a deep shiver run through Fleur’s whole body, her eyes narrowing as she rubs up against your crotch, pressing herself against the warmth of your dick through your trousers as it eagerly presses back.
>A muffled whimper escapes the pony in your lap and she wriggles delightfully as Rarity continues her attentions, slowly and delicately tracing the outline of each lily one by one.
>You have to admire Rarity’s multitasking; even as she’s working on Fleur, her mouth is seeking yours again.
>Her kisses are capricious; sometimes deep, intense, melting; sometimes just the softest brush of her lips like the summer breeze; sometimes aggressive and greedy, burning with a thrilling voracity.
>Your hand on Rarity’s leg is drawn slowly, inexorably towards the heat between her thighs.
>They spread readily for you as your touch draws closer, and she gives a low hum of approval as your fingers play across the sensitive skin of her inner thigh and finally arrive at their destination.

>Her marehood is warm and slightly dewy as you part her velvety folds and probe gently at her small but pliable entrance.
>She wriggles impatiently beneath your fingers, pushing herself against you. You oblige by pushing a finger inside her and working it in and out, deeper each time, as your thumb brushes across the firm nub of her clitoris and begins to tease it with feather-light strokes.
>You are rewarded by another low, throaty hum from Rarity, her lips locked tightly on yours as her tongue flutters and darts.
>You can’t see what’s happening with Fleur, but you feel her weight shift from your lap as she releases your finger from her mouth and manoeuvres herself awkwardly, obviously trying to keep her hindquarters in range of Rarity’s ministrations as she moves.
>You feel the buttons of your trousers spring open, and then an insistent tugging as Fleur tries to free the prize beneath.
>You lift your backside briefly from the seat to help her out, and soon she has succeeded in pulling the superfluous garments down past your knees.
>Your dick welcomes the release from its cramped confines, springing readily to attention, and Fleur sits back on her haunches for a moment to regard it.

>Preoccupied with your fingers’ steady work on Rarity’s tender pussy and the thrusts and feints of her tongue in your mouth, you’re nonetheless very aware of the long moment of anticipation as Fleur sits taking in the sight of your hard cock.
>After an agonising wait she finally extends her tongue and licks tentatively at the tip, disturbing a small drop of clear precum and drawing it into a long gossamer strand.
>Her tongue is moist and ever so soft, with just a subtle tantalising hint of a rougher edge to the texture.
>Another delicate lick, and another, like a child with an ice cream who wants to savour the first taste before the melting heat forces her to gobble it up – and then her lips close over the head, and you breathe a heavy sigh into Rarity’s mouth.
>Fleur works her way gradually down your shaft, engulfing it inch by slow inch, her tongue flicking over the head all the while.
>You let her take her time, keeping focused on what your right hand is doing to Rarity, maintaining a steady rhythm with the two fingers that have now worked their way inside her while you respond to her movements, giving her more or less stimulation with your thumb.
>Your attention to that helps you stay patient and just enjoy the sensation as Fleur ever so gradually takes your whole length into her mouth and throat.

>Your hand rests atop her head but you resist the urge to try to hurry her, settling instead for running your fingers through her mane and toying now and then with her ears and horn.
>Finally Fleur has entirely swallowed your cock, her tongue licking along the length of the shaft as her lips press up against your pubis, still hungry for more.
>With a muffled sigh and a wet, salival sound, she finally comes back up and then starts the process again, faster this time, soon settling into a steady flowing rhythm.
>You let out a deep groan of contentment as Rarity lets you up for air, and she graces you with a sultry smile, her face pressed close to yours and her eyes glittering brightly.
>Her breath is quick and hot on your cheek, catching now and then as your thumb flicks across her clit.
“Those fingers of yours certainly are versatile…” she whispers softly.
>Giving your lower lip a final nip with her teeth for good measure, she turns and begins to manoeuvre herself so that her forelegs are down on the ground next to Fleur while her hindquarters remain next to you on the bench, giving you a breathtaking view and ready access for your ministrations as her elegantly styled tail flicks here and there, high in the air.
>You have an unrestricted view of Fleur now too, her head bobbing up and down on your dick, her eyes locked on yours.

>Rarity noses at Fleur’s flank and tail, licking and nuzzling, and the other unicorn soon gets the message and rearranges herself to give Rarity better access, curling her body around and raising her haunches with tail lifted clear to display the treasures beneath.
>The position doesn’t look like it should be comfortable, but Fleur’s flexibility and legginess work in her favour, and in fact she looks more than comfortable as Rarity begins to lick and suck greedily at her marehood.
>Fleur doesn’t break her rhythm, but you can see the change in her face – her half-lidded eyes, the colour rising in her cheeks.
>Now and then she gives a low moan or a keening whine, muffled wetly by the fat cock in her mouth.
>A smile comes to your face as it occurs to you briefly to wonder how you would explain this situation if anyp0ny came looking for the three of you from the dinner party you left behind.
>You’re not too disturbed by the prospect, though – you figure that’s a concern for the ponies with reputations to guard, so if they’re not worried, you don’t see any reason why you should be.
>Maybe Rarity asked Swan Dive to get the other guests to give you some time; she seemed like a pony who knew how to be discreet when the situation called for it.

>Such speculations help you to keep yourself under control while Fleur’s warm, wet mouth maintains its steady rhythm up and down your dick, but even so you can feel yourself getting close.
>Fleur seems to sense it as well and she redoubles her efforts, speeding up the bobbing motion of her head without sacrificing any of the depth.
>Again and again the head of your cock brushes the back of her throat and you can feel the muscles spasm as she suppresses her gag reflex, choking and spluttering a little but maintaining her pace just like clockwork.
>It’s too much to take. You can feel your climax rising inexorably within you, building like water against a dam already bowing and cracking under the strain.
>The hot spike of pleasure finally hits and you let loose with a long groan, filling Fleur’s mouth with your warm seed.
>She swallows what she can, but she’s already pushed close to her limit and now she comes up for air with a convulsive jerk and gasp.
>She looks up at you with her eyes watering but shining happily.
>Her mascara is streaked and a thick, gooey mixture of cum and saliva dribbles from her muzzle in globular strands. She is an absolute filthy mess.
>She looks perfectly in her element, and pretty as a picture.

>With a weak hand you scratch tenderly behind one of her delicate ears, grinning down at her as she gives a gasp and squeak at some movement of Rarity’s tongue.
>Your fingers have stopped moving inside Rarity, and she hops down from the bench to focus her full attention on Fleur.
>You sit and take in the show for now, confident that it won’t be long before you’re ready to rejoin your mares in their frolics.
>Fleur rolls herself over onto her back, lying there in exhausted surrender with her chest heaving as Rarity, deep between her legs, draws high pitched little groans and whimpers from her.
>It doesn’t take long before Rarity gets tired of this one-sided arrangement and turns around – for a moment you see her muzzle glistening with Fleur’s juices in the torchlight – to back herself up so that she can continue suckling at Fleur’s cunt whilst presenting her own marehood, aching for attention as it is.
>It looks like it costs Fleur a tremendous effort, as nearly insensible as she is, but she gamely raises her head and begins to lick.
>The two pale, elegant figures writhe ecstatically together in the torchlight, their quiet, urgent moans and the sweet and musky scent of their arousal filling the darkened glade.

>The spectacle is captivating, and soon you are hard again and idly stroking yourself as you watch them.
>Watching won’t satisfy you for long, though.
>Rarity raises her head briefly and you catch her eye, a glimmer of azure in the flickering half-light.
>It’s enough to spur you to action.
>You stand, discarding your trousers in a pile next to the pretty dresses already shed by Rarity and Fleur, and you step over to where the two ponies lie entangled in each other’s limbs.
>You pace around them a couple of times, admiring their panting, sweaty forms from a range of vantage points as you slowly stroke your cock.
>Rarity rolls off Fleur and stretches out to catch her breath on the grass beside her, looking up at you with a sweet, exhausted smile.
“Fleur first,” she says breathily.
>You raise an eyebrow, running your eyes up and down Fleur’s form where she lies looking totally spent, her breath ragged, her eyes closed, her mane dishevelled and her beautiful coat matted with sweat and streaks of less savoury fluids.
“Are you sure about that? Looks to me like you broke her.”
“Oh, no no no,” Rarity says. “Fleur can take anything you can dish out.”
>She raises a hoof and strokes the other pony’s face, sweeping a bedraggled strand of pink mane out of her eyes.
“…isn’t that right, darling?”
>Fleur swallows hard and nods, her eyes still closed.
“Now now,” Rarity says in scolding tones. “Where are your manners, Fleur? What sort of an answer is that?”
“…I can take it,” Fleur pants.

>Rarity frowns.
“Oh, I’m sure that’s very gracious, very brave and tolerant of you... Honestly, what an attitude! I don’t see why you should get anything, if you’re going to be so ungrateful.”
“I’m sorry,” Fleur says, her eyes opening and looking pleadingly between you and Rarity. “I’m sorry. I want it. I want you to fuck me. Please.”
“There’s a good girl,” Rarity says in honeyed tones, planting a kiss on Fleur’s cheek.
>She looks to you.
“Well? Since she asked nicely…?”
“…yeah. Since she asked nicely.”
>You kneel down between Fleur’s hind legs, grabbing her hips and positioning her where you want her with a firm touch.
>Her body is warm and supple beneath your fingers, yielding and completely pliant to your will.
>Her marehood is completely exposed to you, slick and fevered with her lust.
>A single pearlescent tear of her deepest arousal is creeping viscously down her thigh.
>Rarity has seated herself at Fleur’s other end, supporting her head in her lap, gently caressing her face and stroking her mane.

>Fleur’s half-closed eyes look trustingly into yours, full of yearning, as you press the head of your cock up against her eager lips.
>You slide in with one smooth motion, sinking to maybe three quarters of your length before you come up against the wall of her cervix and she shudders beneath you with an urgent whimper.
“Shhh…” Rarity soothes her, leaning in close to kiss her forehead. “Shh, it’s okay…”
>Fleur’s inner walls are snug around you. If she hadn’t been so thoroughly prepared, it might have been a real struggle to even get it in.
>You give her a moment to get used to you inside her, filling her up, before you start moving.
>You start with slow, relatively gentle strokes, plunging deep inside her each time but being careful not to bottom out again.
>She acclimatises quickly and soon she is quite relaxed, leaning back into Rarity and giving appreciative little moans as you move.
>Your hands move over her slender hips and flat stomach, up to her chest and back down over her damp, velvety coat, marvelling at how touchingly frail her slight frame seems – she is beautiful in the way of some precious thing that should be preserved in a display case where careless hands can’t break it.
>And you have permission – hells, you have a cordial invitation – to do your worst.
>You begin to pick up your pace, not pausing between thrusts now, working in and out of her with a constant oscillating rhythm.
>Fleur’s breathing is beginning to grow heavy again, and her moans and gasps are no longer voluntary noises of pleasure but an automatic and unconscious response to what her body is undergoing.
>Maintaining the pace of your thrusts, you move one hand to pinch her clitoris through its hood.
>You feel her whole body twitch beneath you and press further, gently squeezing and rolling the little bead between thumb and forefinger as you fuck her.
>Her moans grow more intense, and soon you can feel her begin to go into spasm, her cunt squeezing you at erratic intervals as she writhes feebly beneath you.
>Rarity is murmuring encouragement and praise in Fleur’s ear and stroking her mane with one hoof as the other holds her firmly across her chest, helping to keep her in position.
>You keep going steadily for as long as you can, dragging out the sweet torture for Fleur, but it’s not long before you feel the beginnings of a familiar heat rising in your balls from the constant stimulation of her arrhythmic convulsions.

>You pull out; Fleur doesn’t get off the hook that easily.
>You admire her for a minute, watching the juices trickle from her inflamed marehood as she gasps to catch her breath.
>Before she gets too far with that, you catch Rarity’s eye.
“Let me flip her over.”
>Rarity smiles approvingly and releases her hold on Fleur, allowing you to take her by the hips once more and turn her.
>Her forelegs are quivering, struggling to support her weight, and Rarity quickly moves to cradle her head once more, coaxing her into a prostrated stance with her forelegs tucked underneath her whilst your hold on her hips keeps her hindquarters high in the air.
>Round two, and this time you don’t intend to show mercy.
>You kneel down behind her, nudging her legs further apart to spread out her soaked fleshy petals in front of you.
>You take a deep breath, savouring her smell, and lean in for a single deep lick running from her clit up the full length of her slit.

>With no further ado you gently press her down to her knees and position your cock against her entrance, feeling her quiver in anticipation.
>You set a brutal pace from the start this time, fucking her with relentless thrusts that rock her whole body.
>You drop most of your previous caution about your depth, this time. Every few strokes you hit her wall, reliably provoking a strangled cry of mingled pleasure and pain muffled by Rarity’s soothing embrace.
>You grab Fleur’s silky pink tail in a fist, tugging on it in time with your furious thrusts.
>It doesn’t feel like long at all before she starts to shake and squirm beneath you again, and you focus on holding her in place as you piston inside her with implacable speed and power.
>Soon her pussy is clenching spastically again as she lets out cracked, keening cries with each breath, her whole body limp beneath you as Rarity coos sweetly in her ear and wipes the drool from her mouth.
>You keep going for several minutes after that point, delaying just as long as you can possibly bear it before finally you erupt deep inside the barely-conscious Fleur with your second payload of the night.
>You slump forward over her and allow your dick to slip out of her long-suffering marehood at last, leaving a trail of semen and vaginal fluid across her downy leg.
“There now,” Rarity says proudly, still stroking Fleur’s mane. “There’s a good girl. You did so well, darling.”

>After a moment you recover your breath enough to roll off Fleur and sprawl outstretched on the springy grass.
>You stare up at the night sky, total calm reigning in the aftermath of your exertions.
>Rarity gives you a few moments to yourself as she soothes Fleur.
>After a few minutes she steps into your field of view, smiling down at you with starry blue eyes that sparkle much closer and more alluringly than the constellations above.
“Quite an impressive performance,” she purrs. “I do hope there’s going to be an encore.”
>You close your eyes for a moment and let out a deep breath, half way between a chuckle and a sigh of happiness.

“There’s a saying that you should always leave the audience wanting more…” you say with a teasing smile.
“But not quite SO much more, surely…” Rarity returns as she eases herself down next to you, her body pressed up against yours as she lightly draws circles on your chest with a hoof.
>For answer you slip your arms around her and roll her on top of you.
>She’s light, the soft weight of her svelte form pressing down on you just another welcome trace of her nearness like the velvet of her coat and the satin of her tail and mane against your skin, her enticing scent, her warmth and the rhythm of her breathing.
>You kiss her deeply, taking charge this time instead of letting her toy with you.
>She melts in your arms, responding with willing, graceful submission; if she enjoys indulging her capricious side, it seems as though she enjoys having it mastered even more.
>Your fingers find her marehood alread - or still - hot and moist, entirely ready for you.
>You see no reason to rush, though. You’re enjoying this – her lovely form nestled against you, her sweet, tender lips, the look of longing in her eyes when she opens them.
“How long- mmff…”
>You cut her off with a kiss as your free hand travels the length of her body, appreciating her supple curves and coming at last to her uplifted tail, which you begin to stroke.
“…how long are you going to make me wait?” she sighs huskily at last when you give her back the use of her mouth.
“Hmm? Wait for what? You know you only have to ask…”
>She narrows her eyes at you, touching her nose to yours.
“Your dick, darling,” she breathes. “Inside me.”
 “Oh! Yeah, I can do that.”

>You sit up and tuck your legs under you, supporting her weight with one arm around her lower back as she straddles you with her hindlegs, her forehooves around your neck.
>With your other hand you position your cock at her entrance, feeling her squirm with anticipation.
“So… ready?” you ask innocuously.
“Very… ready…”
“Sure?” you grin.
>She just glares, exhaling heavily.
>And then you lower her, thrusting your hips upwards at the same time to swiftly impale her in one smooth stroke as she gasps, caught off guard.
>She’s just as deliciously tight around you as Fleur was, but has a little more depth to play with; you’re pretty close to hilting when you touch bottom.
>Rarity clutches you tightly, pressed up against your chest with her head nestled in your shoulder as you start out with a slow pace, grinding deep inside her, adjusting your angle and depth until you find the right spot.
>She gives a little jerk in your arms and sighs deeply into your shoulder, and you know you’ve struck home.
>You hold that position, making only small movements now but each one precisely calibrated, pushing with a gentle but constant rhythm against her G-spot.
>Soon she is emitting luxurious moans of pleasure, clutching you even tighter and arching her head back as you bring her steadily to her first orgasm.

>Rarity lacks Fleur’s desperate, abandoned intensity in climax; unlike the pink-maned pony, she seems able to relax and unwind pretty fully without losing her refinement and elegance.
>Perhaps those things are just inherent to her, no matter what height of excitement she’s brought to.
>You plant a kiss on her downy soft neck as she lets out a long, quavering cry and you feel her hips begin to yield reflexively from your thrusts, shying away from the overstimulation.
>You pull out for just a movement as you reposition, leaning forward and easing her shoulders to the ground whilst keeping her hips elevated, rolling her up and leaning right over her with your weight on your arms above her head, so that her whole body is effectively pinioned beneath you when you push back inside her.
>You can tell she likes it this way – likes the intimacy and the control of it, the feeling of being trapped and sheltered and embraced.
>You adopt a more vigorous pace now, pumping down on her with deep, heavy thrusts but stopping short of the kind of punishment that you inflicted on Fleur – it doesn’t seem called for.
>Rarity is desirous and deserving of tenderer treatment.

>Having already cum twice in the past forty-five minutes, you’re fairly detached and able to fully appreciate the delicious feeling of your cock sinking into Rarity’s slick, snug-fitting snatch again and again without worrying about driving yourself over the edge too soon.
>You attune yourself to her responses, sensitive to her soft moans and gasps, the squeaks and sighs, the twisting and twitching of her body beneath yours.
>You can feel her getting close again, and you increase your speed, bearing down on her with most of your weight.
>You’re soon rewarded as she shivers convulsively and gives a glorious moan, her breath catching in her throat.
>As she reaches her peak you begin to slow down, letting her down gently as she slowly rides the orgasm out.

>Taking your weight with one hand, you stroke her face with the other.
>She licks at your fingers, still letting out deep sighs of pleasure as the wave of euphoria slowly recedes and she half opens her eyes to gaze dreamily at you.
>You lean down for a lingering kiss before pulling out of her and shifting your weight, freeing her from the awkward position and then pulling her against you as you lie down next to her on your side.
>She’s a little on the small side to spoon properly with, but if you curl around her as much as possible the curve of her back fits nicely against your lower chest and stomach, with her hindquarters snug against your crotch and thighs when you bring your legs up; it seems pretty serviceable.
>Her tail frees itself to drape over you and flick slowly back and forth as she snuggles against you, getting comfortable.
>You ease inside her again, pushing all the way in and just staying there, as close to her as you can be.
>You push your face into her mane with its subtle scents of lavender and vanilla, kissing the top of her head and moving towards her horn, kissing all the way up its smooth length as Rarity gives a soft hum of pleasure, her hips pressed back against yours and grinding slowly.
>Slowly you begin to respond, keeping your arms wrapped tightly around her with your head laid atop hers as you grind your hips in answer to hers and start to set the pace again.
>Soon you’re sliding almost your full length in and out of her with wet little rhythmic sounds, feeling her walls stretch and squeeze to take you in each time.
>You hit your stride and soon you’re absorbed totally in the sensations – the soft, warm, yielding, sweet-smelling, living thing in your arms that is Rarity, and you deep inside her, her lovely body all yours as long as this moment lasts.
>Wrapped up in your own desire now, you can still feel her approaching another orgasm, straining against you as she pants and sighs.
>You push her on through the peak, into another and another as you roll her flat onto her front, scarcely breaking your stride, and take her from behind with ferocious intensity as you reach for your own satisfaction.
>It comes at last like a cresting wave, crashing over you as the blood hums in your ears and your heart thumps in your chest, a tremendous release and sudden burst of almost painful pleasure as your cock twitches and spurts inside Rarity, filling her marehood up with everything you have left.
>Your vision is dim as you pull out and flop to the floor beside her, but you can see the smile on her face as she looks at you – like the cat with the proverbial cream.
>Or in this case, perhaps not so much proverbial as euphemistic.
>She lays her head on your chest and the two of you stay that way for some minutes, recovering your breath.
>You feel pretty much at peace with the multiverse as you absently stroke her mane with one hand and gaze into the night, your mind empty.
“Umm…” Fleur’s voice breaks through your reverie. “We should get cleaned up,” she says, trotting over to where the two of you lie.
“Mmm,” Rarity murmurs her somewhat reluctant agreement. “There was that fountain.”
>Fleur seems somewhat awkward now on the walk through the garden’s paths and across its deserted lawns to the fountain, a little ashamed, although she’s definitely not as upset as she was earlier.
>Rarity, by contrast, seems perfectly comfortable, with all her normal poise and assurance.
>She walks a little ahead of you, her tail lifted so that you can watch a thick drop of your semen ooze from her marehood and dangle quivering between her legs, swaying and elongating with her walk, eventually dripping to the floor.
>Even after all that, you feel your dick give a twitch.
>Damn, she’s good.