Arctic Frost casually strolled down the sidewalk on his way towards the shop; the light breeze tousling the crop of blue hair atop his head. Every few steps he fidgeted or awkwardly shifted one leg or the other; he was in desperate need of some new pants and had heard about a place called “Rarity for You” which may just be able to help him out. Being a tall and well built pegasus made shopping for clothing hard enough as it was but he was also rather well endowed which only compounded his struggle of finding comfortable and functional garments. He’d always been rather large by pony standards and, unfortunately, wasn’t terribly graceful given his size; often accidentally bumping into others or knocking things over by mistake. Looking up from the sidewalk, he spotted the shop and sighed in relief, thankful he didn’t have much further to go. A large windowed display room sat beside the entrance with several mannequins inside bedecked in all manner of apparel. Opening the door, he was greeted by racks and stands of yet more clothing and accessories. As he casually trotted through the shop he browsed the wares; noting how the items on sale varied widely in design from simple to extravagant.

“Welcome to Rarity for You,” a voice called out, causing him to turn. A yellow pegasus slowly approached, adorned in a black button up top with a white poet shirt and a matching black dress. A leather band wrapped around her neck with a dangling grey gemstone set above her ample bosom. Her brightly colored coat was accentuated with dark eyeliner and eyeshadow and one ear was pierced with two studs above a small silver ring. Her mane and tail were a bright pastel pink, complimenting her yellow fur.

“Oh, h...hello,” Arctic mumbled, having to haul his gaze away from the mare’s exceedingly heavy chest and up to her face. He’d always had a weakness for large busts and had to make a concentrated effort not to outright stare. As he looked up she squinted at him, apparently having taken notice of his wandering eyes.

“And what, if anything, can I help you with?” the mare asked, crossing her arms and leering at him.

“Well, uh, I needed some new pants,” he grumbled, shifting in place and looking down at the snug trousers he was wearing.

“Hey Fluttershy who’s that? Ooooooh! Is that a customer!” a bubbly pink earth pony mare with cotton candy-like mane exclaimed, practically bouncing into the storefront from a backroom. She wore a blue top and purple skirt with striped leggings and appeared to be about the same height as the yellow mare although her chest was slightly smaller and her hips a bit broader.

“Yes Pinkie it’s a customer,” Fluttershy laconically replied, looking over her shoulder at the pink mare.

“I was gonna say that it looked like you were having a lot of fun with all your little outfits and personalities and I found this one back there and I thought ‘Hey, this would probably be super-duper nifty and I’d be able to help Fluttershy if we were matching’ so can I wear it and help? Pretty please with sprinkles and confetti on top?” Pinkie rambled on while holding up what looked like a short black leather dress.

“Whatever,” Fluttershy groaned, returning her attention to the stallion as he ogled Pinkie’s rump as she bounced back out of sight. “Maybe the problem isn’t the pants,” she said with a sneer.

“E...excuse me?” Arctic stuttered, noting her dour expression.

Fluttershy wordlessly sauntered forward; stopping just before the stallion and looking up at him. “Take off your shirt.”

“Um, ok,” Arctic replied, unwilling or unable to do otherwise in the face of the commanding pony. Slipping his shirt over his head, he looked back down at her and blushed slightly, a bit embarrassed as Fluttershy studied his sculpted chest.

“Good boy. Now your pants,” she continued, unflinchingly staring him in the eyes.

“Wha...I mean…” he stammered, his cheeks reddening even further by just how casually she’d asked him to strip.

“You heard her,” a voice chimed in, causing him to look over. The pink mare skipped back out into the storefront now wearing the tantalizingly small leather dress she’d had from before with the addition of a pair of knee high latex boots and, inexplicably, piercings in both ears and even one in her nose. “Sooooo,” she chirped, drawing Fluttershy’s attention and doing a little twirl, “how do I look?”

The yellow pegasus raised an eyebrow, appraising the pink pony from top to bottom. “Adequate,” she intoned.

“Eeeeeeee,” Pinkie squealed, exuberantly dancing in place for a moment. “Wait wait wait wait wait wait,” she exclaimed, stopping and grabbing her face, “I just gotta get in character.” Shaking her head from side to side, the mare’s fluffy mane abruptly fell completely flat, draping across her back and partially obscuring her face. Her cheerful expression dissolved to one of contempt as she looked over at the stallion. “Pants,” she snarled, strutting up besides Fluttershy, “Now.”

Arctic stiffened, looking between the two while he fumbled with undoing the button of his trousers. The two watched him struggle with annoyance, Fluttershy tapping one foot in impatience as he fought to pull them over his package.

“Oh for buck’s sake here!” Pinkie said, squatting down and grabbing the top of his pants to pull them down.

“No wait!” Arctic blurted, desperately trying to halt the pink mare, but it was too late. As she tugged his trousers over his groin his cock sprang free, smacking Pinkie in the face and causing her to tumble backward.

“Shit!” she exclaimed, landing on her cushy rear and looking up at him angrily. “What’s your problem asshole?!”

“Tsk, such a crass creature,” Fluttershy tutted, shaking her head. “Sit.”

“Huh?” Arctic asked, utterly confused by the command.

“Clothes make the pony,” the yellow mare said, fixing him with a scornful look, “but since you’re more of a dog than a pony you don’t deserve to wear them, so SIT!” She pointed to the ground, glaring at him and demanding his obedience.

Slowly he squatted down, his pendulous and heavy balls resting on the cold floor below. “Ok now wha-” his words were cut off as Fluttershy held a finger to his lips.

“Sssssssh,” she hissed, “dogs don’t speak unless given a command do to so. Now be good and stay.” Silently she walked off towards the back of the store and out of view, leaving him stark naked in the middle of the shop.

Pinkie, having gotten up and brushed herself off, walked over and looked down at him with a wicked grin. “Jeez look at that thing,” she remarked, rubbing his semi-erect cock with one boot, “how do you even walk around with junk that big?”

The stallion blushed and looked away in embarrassment. “W...well it’s not…” he sputtered, looking down at her foot and following her leg upward before noticing that the short leather dress was cut just high enough that he could get a tantalizing peek at the bright pink lips of her marehood.

“Hey!” Pinkie shouted, grabbing him by the jaw and redirecting his attention. “Were you just looking at my cunt?”

“N...no!” Arctic squeaked.

“Liar,” Pinkie hissed. “Flutters! You got anything back there to keep this worthless bastard from eyeing us up?” she shouted over her shoulder.

“We have,” Fluttershy responded, walking back to the two with a small wooden crate in her arms, “options.” Setting it down she fished around inside and produced a chained choke collar. “Now, since you’re clearly a dog who’s unable to control himself this should help with your lessons,” she cooed, trotting to the stallion and slipping it over his head before attaching a length of leather to serve as a leash.

“Less-ACK,” Arctic couldn’t even finish his question as the collar bit into his throat, savagely tugged by Pinkie, who now held the lead.

“Quiet!” the pink mare barked, silencing the stallion as Fluttershy went back to the enigmatic crate.

Arctic watched as the yellow pegasus gathered up several lengths of leather cordage as well as a few other objects he couldn’t immediately identify. He wasn’t sure what she had in mind but he had a sinking feeling that he’d made a terrible mistake coming to this particular shop.

“Put your hands behind your back,” Fluttershy said as she walked around the stallion.

“Why?” Arctic asked, turning his head to follow the pegasus as she circled him.

“Man he’s dumb,” Pinkie said, causing the stallion to look back and finding her bend over and facing away from him; the skirt hitched up over the delectably supple globes of her ass which was now mere inches from his face. “Quit blabbering,” she chided, pressing her derriere back onto his muzzle.

“Mmmmph,” was all Arctic could manage as the pink mare ground her backside on his face, rubbing her marehood and anus over his snout.

“What the fuck are you waiting for dog? Lick it clean!” Pinkie growled, tugging the leash and further burying his face in her rump.

Arctic didn’t need any further encouragement, running his tongue indiscriminately over the mare’s bitter pucker and slightly sour silken entrance. He could feel Fluttershy at work behind him, wrapping the cord in complex patterns around his wrists and arms before tightening a knot and syncing his limbs together in an uncomfortable position. The stallion could feel his shaft beginning to stiffen, the attention of the two mares, albeit somewhat abusive and demeaning, having an immediate effect.

“Oh my god Fluttershy!” Pinkie laughed, looking down at Arctic’s hardening cock, “I think this sick bastard is getting off to this!”

“Hmmmph, I’m not surprised,” Fluttershy cooly replied, painfully wrenching Arctic’s wings back and drawing his face from the pink mare’s tush. “Most dogs aren’t able to control themselves,” she admonished, pulling him off balance and causing him to fall onto his back. The stallion’s now turgid member sprang skyward, like a lewd monument, as the two mares towered over him.

“What do we do with a bad dog?” Pinkie asked, looking to Fluttershy.

“Simple,” the yellow pegasus responded, “we break him.”

The stallion gulped as Pinkie walked over and straddled his face, lowering herself onto his muzzle while squinting down at him. Feeling something on his ankle he looked down to see Fluttershy beginning to tether his legs together; although her efforts faltered when his extremities squeezed against the heavy ball sack between his thighs.

“Excuse you,” she groaned, indelicately hefting his nuts with the toe of her shoe and causing him to wince in pain.

“Hey, back to work!” Pinkie protested, sitting on the stallion’s face and grinding her crotch into his open mouth. “Aaaaaaaah,” she sighed, “much better.”

All Arctic could do was continue lapping at the pink pony’s juicy nethers and rear, breathing when she shifted enough for him to do so. He jumped slightly as he felt a weight settle on his abdomen but had no idea what was going on since he was blinded by Pinkie’s immense ass; that didn’t, however, dull his sense of hearing.

“Now,” Fluttershy said, straddling Arctic’s midsection and caressing his stallionhood, “lets see how good he is at following orders.” Delicately she wrapped her fingers around his shaft, squeezing and stroking the velvety dark flesh of his length. “If you cum you’ll be punished. Try not to disappoint me.”

Arctic huffed, every breath drawing in Pinkie’s pungent musk as the yellow pegasus ran her digits up and down his rod. His tongue teased and lapped at whichever hole presented itself, savoring the dichotomy of flavors that danced over his palate as his face was slathered in a culmination of juices and saliva. He could feel Fluttershy wrap a second hand around his shaft as she continued to work it like a butter churn, rhythmically pumping it up and down while giving it the occasional squeeze.

“Such a strong and handsome boy,” Fluttershy cooed, admiring the stallion she sat atop. “Of course you’ll be a good boy and listen to me won’t you?” she whispered, freeing one hand and bringing it back to caress his chiseled chest. “And you most certainly wouldn’t make a mess would you?”

The stallion grunted, wincing as he felt himself creeping closer to a climax.

“I think unf the dumb bastard’s probably gonna pop,” Pinkie commented, “he’s started squirming around an awful lot.”

“Oh no,” Fluttery bleated with mock surprise, deftly wrapping a thick leather strap around the base of his prick. “We wouldn’t want him to do that now would we,” she scolded, leaning forward and licking the stallion’s rapidly flaring head. Watching his balls contract, and shaft begin to throb, she viciously tightened the strap and cutting off the impending tide of cum. Gleefully she observed as Arctic helplessly bucked, his muffled shouts sweet music to her ears. “Oh my!” Fluttershy gasped, watching as the stallion’s testicles ballooned to nearly twice the size they had been.

“What?” Pinkie asked, unceremoniously standing to see what had happened and leaving Arctic gasping for breath. “Holy shit! He’s some kinda freak!” she laughed, looking down at his cum swollen balls before laughing aloud. “I’ve gotta say though,” she said, licking her lips, “I wouldn’t mind having a piece of that fuck stick.”

“Hmmmm,” Fluttershy hummed, looking at a single drop of his cum which had escaped and ran across her fingers. Flipping around she held it aloft in front of his face, the warmth of her snatch bearing down his abs. “If he’s a good boy and licks my fingers clean I’ll let you fuck him,” she grumbled, looking up at the pouty pink mare.

“You better fucking suck every trace of cum off her fingers,” Pinkie goaded, pulling on his leash.

Arctic’s lips trembled, yet slowly parted; allowing Fluttershy to press her digits inside. He closed his eyes, not wanting to look at the mares as he cleaned his own fluids from the pegasus’s digits. It tasted salty and just a little bitter; the flavor cloying, coating his tongue and throat as he swallowed.

“Good boy,” Fluttershy whispered, affectionately caressing his cheek.

“Just look at this thing,” Pinkie said beside Arctic as she snatched his cock. Wrapping her hand around the meat just below the blunt tip of his prick, she ran one finger of her other hand around its ribbed head; watching as Arctic bit his lip while she toyed with the sensitive flesh. “Someone like that?” she asked, her index finger creeping closer to his urethra and teasing at the orifice.

Arctic grunted, his stallionhood hypersensitive after having cum just briefly ago. He watched as the pink mare toyed with him, tracing concentric circles around the battering ram-like tip of his dick.

Lifting her hand, Pinkie licked her fingers before returning them to Arctic’s rod. “You know,” she groaned, massaging the tip of her pointer over the stallion’s urethra, “I’ve heard some freaks enjoy when stuff is crammed in here.” Inexorably the pink mare began to worm her digit into Arctic’s shaft, causing him to writhe about helplessly. “You wouldn’t be like that would you?” she asked, pressing her finger deeper while squeezing his length in her other hand. “Because, ya know,” Pinkie continued, beginning to dig a second finger into Arctic’s passage, “if you were that’d make you a kinky fucker, wouldn’t it?” Slipping the second finger inside she pressed them deeper, burying them to her second knuckle as she began to flex and massage the interior of his appendage.

Arctic felt so violated, laying there as the mare crammed her fingers into his dick while chastising him. It didn’t exactly hurt although it wasn’t the most comfortable sensation either. The virgin flesh of his shaft’s interior was exceptionally delicate and, frankly, he was surprised that it was as sensitive as it was. Despite himself his body responded to the stimulus as his pelvis twitched and his glutes clenched; it’s almost like his body wanted more of this debased and wholly unnatural feeling.

“And just look at these!” Pinkie said, eying the massively swollen globes resting against the stallion’s thighs. “Damn things have gotta be pretty tender eh?” she remarked, removing her one hand from his length and rearing it back before cruelly slapping his nuts, causing him to cry out in pain. The pink mare laughed sadistically, fingering Arctic’s prick and clapping his balls a second time. Before she could deliver another blow Fluttershy halted her, resting her yellow hand on the pink mare’s shoulders.

“Let’s move on shall we,” Fluttershy coolly castigated, having plans for the stallion of her own.

“Ugh, fine,” Pinkie relented, dragging her fingers from inside the stallion’s dick before standing and stepping over Arctic to his left while Fluttershy stayed at his right side.

The yellow pegasus and pink earth pony flanked the stallion, hauling him to a standing position before Pinkie scampered off to retrieve a chair. Fluttershy stood by his side, steadying the stallion as he awkwardly stood with his arms and legs bound.

“Alright,” Pinkie shouted, sliding a chair behind Arctic before pulling him down onto it, “so what’s the plan.”

“You can play with that,” the pegasus mare responded, waving at his stark erection, “while he puts his mouth to use on me. But there’s something else.” Motioning Pinkie closer, Fluttershy whispered something in her ear. Arctic couldn’t quite make out what she said but whatever it was made Pinkie cackle madly.

“You’re a twisted bitch you know that?” the pink mare guffawed, slapping the impassive yellow pegasus jovially before hungrily eying the stallion. “You want this?” she teased, pulling up her dress and revealing her plump and succulent pussy. The stallion nodded, transfixed by her marehood and wanting nothing more than to unleash the painfully stored load churning in his balls. “Beg,” she ordered, tugging his leash.

“P...please,” he whimpered.

“Huh, I haven’t heard a dog beg like that before,” Pinkie chuckled derisively.

“Arf...” Arctic quietly yipped.

“What was that?” Pinkie commented, holding a hand to her ear. “That didn’t sound very enthusiastic.”

“W...Woof woof!” the stallion barked desperately, his inhibition faltering at the prospect of sweet release.

“Much better,” the pink mare murmured, mounting the stallion and roughly grabbing his prick just below its bloated head. Guiding it to her slickened entrance she eased herself down, wincing a bit as it popped inside. “Fuck you’re big,” she groaned, steadily impaling herself on his girthy and vascular appendage until nearly half of its length stuffed her canal.

Unfortunately Arctic was only able to appreciate the sight of the pink mare riding him for a moment before Fluttershy’s bare leg crept into view; at some point, while Pinkie was teasing him, she’s stripped off her dress leaving her bare from the waist down. Carefully she straddled the stallion while facing her friend, presenting her posterior and wordlessly demanding service. Leaning forward he drew in her scent before flicking his tongue out and gliding it over the sensitive flesh of her velvety folds.

Resting her palms on Arctic’s knees, Pinkie began bouncing; her breasts swaying with each motion. She closed her eyes, enjoying the exquisite fullness afforded by the stallion’s thick shaft.

“Mmmmm,” Fluttershy hummed, watching as the pink mare before her wantonly skewered herself. Finding Arcitc’s oral ministrations suitably competent she slid one hand down to Pinkie’s crotch and another to one of the pink mare’s heavy tits. Skillfully she began massaging the mare’s clit with her thumb while simultaneously twisting her nipple.

“Oh fuck,” Pinkie groaned, throwing her head back and groaning deeply at the additional stimulation.

Arctic could only wordlessly grunt into the yellow pegasus’s snatch as he felt Pinkie clamp down on his cock. Even though she’d only managed to take in half of his length he could feel his head slamming against her cervix with each of her downward thrusts. The confines of her sex were impeccably tight and warm, standing in stark juxtaposition to her ruthless demeanor. He could still feel the band around the base of his member but the two mare’s seemed to have forgotten about it, allowing it’s hold to slacken. Closing his eyes as he slurped down Fluttershy’s sweet nectar he actually started enjoying himself as the mares used him as a living sex toy.

The yellow mare’s legs began to shiver slightly, her breath hitching in her throat as she was serviced. Smashing Arctic’s head against the chair, she brutally pressed herself onto him. Her tailhole covering his snout as her sex desperately sealed itself against his lips. With the barest whimper she gushed down Arctic’s throat as she reached her peak. Biting her lip, she noticed the trail of femcum roll down his chest and to his abdomen; pooling with Pinkie’s juices at his groin. Even in the act of physical ecstasy she didn’t seem particularly moved, only showing the faintest traces of pleasure as her body had just climaxed.

Fluttershy watched as Pinkie rode the stallion, continuing to rub her clit. She could tell the mare was reaching her limit by her ragged breathing and the subtle trembling of her thighs. Leaning forward she began to suckle the pink mare’s other nipple, listening intently for the telltale signs of an impending orgasm. Sure enough they arose as Pinkie’s motions became frantic, picking up to a frenzied pace and losing all sense of rhythm. Waiting for the very last second she bit down, causing the pink mare to scream in ecstasy and pain as she came. Fluttershy smiled to herself as Pinkie doused Arctic’s crotch in her ejactulate and at hearing the stallion’s muffled cries as his length was clutched by the pink mare’s vaginal convulsions.

“Y..you about to blow stud?” Pinkie wheezed, massaging her abdomen as she rode out her climax, “Gotta be since I can feel that fat dick of yours throbbing as hard as it is.”

“Well,” Fluttershy chimed in, easing her posterior off of his face just enough for him to answer, “are you?”

“Uh huh,” he feebly replied, nodding as his body yearned to release the reservoir of cum seethed in his balls.

“Speak!” Pinkie demanded, ruthlessly hauling on his leash.

“ARF ARF!” he cried, desperation in his choked voice.

“Atta boy,” Pinkie mused, dismounting him and disgorging his stallionhood from herself with a wet pop. Fluttershy stood, stepping to his left while Pinkie stepped to his right. The mares, how flanking his hips, began massaging and kissing his cock. Undoing the leather band around the base of his shaft, Pinkie smiled up at him, “Come on big boy, we wanna see just how much of a mess this puppy can make.”

Arctic gritted his teeth, nearly screwing his eyes shut but too captivated by the sight of the two mares servicing him to completely do so. He could feel his titanically swollen nuts begin to contract as his head began to flare. His heart thundered in his chest and his hips bucked involuntarily as an earth shattering orgasm began to overtake him.

“Kiss me,” Fluttershy whispered, still jacking him off with one hand but reaching around the back of his head as she brought her face to his.

The stallion closed his eyes as he awaited the supple lips of the mare in front of him but then everything went awry. Fluttershy violently wrenched Arctic’s head forward while angling his dick at his face, forcing the stallion to fellate himself as he reached his peak. His eyes flew open as his own viscous fluids erupted into his mouth and down his throat. Arctic looked up at Fluttershy as she tenderly stroked his cheek, a look of loving appreciation gracing her countenance.

“Such a good boy. Such a good, loving, strong boy you are,” she whispered affectionately, kissing his nose as he gulped down a seemingly endless tide of cum.

Pinkie cackled, clutching her sides as she kicked his rapidly draining balls. “That’s right,” she growled, digging her heel into his sack and watching as his stomach slowly expanded, “drink it all down like a good little slut.

His eyes rolled to the back of his head at the psychological and physical overload he suffered. The overwhelming pleasure and pain, satisfaction and subjugation, all culminating in this moment where more than he could bear. He swallowed as much as he could but it was simply too much and he couldn’t breathe. Choking fitfully, gobbets of jizz dribbled down his chin, and even a bit leaking through his nostrils, as he fought for air. He could feel his abdomen expanding as his stomach was pumped full of cum. Bloating outward and hanging over his waist as it was obscenely filled. Eventually it all subsided and Fluttershy eased his head back, allowing the head of his shaft to slip free from his maw and flop between his legs. Arctic just sat there, panting and fitfully coughing, covered in a cocktail of fluids as his mind reeled.

“So,” Fluttershy said, standing and walking to the open area of the shop beside Pinkie, “come.”

Arctic hadn’t even realized Pinkie had released him from his restraints at some point but he quietly complied. Slumping forward, he crawled over to the two, his belly gurgling as its contents tried to settle, before halting at their feet and looking up at them wearily.

“You’re a good boy aren’t you?” Pinkie asked, sneering down at him.

“Woof,” he barked.

“You want to be my puppy here in the shop?” Fluttershy questioned, her discerning eye appraising the stallion.

“Woof!” Arctic eagerly yapped, his mind teetering on the edge of oblivion.

“Good, now beg for me,” Fluttershy whispered.

Arctic squatted back, holding his hand before his thickly muscled chest in a rough approximation of canine etiquette as the mares walked forward. He panted at them, his mind on the cusp of shattering, as he looked back and forth between the two. The mares each leaned back slightly and reached down to their respective crotches, spreading their lower lips as they began to mark the stallion in their scent. He sat there, like a good dog, as they claimed him. What little bit of his sanity that remained told him he’d have to clean all of this up, because a good puppy doesn’t leave messes for their mistress, but he didn’t mind. He was a good boy after all.

The remainder of the day was relatively quiet. Pinkie Pie, after cleaning herself up and regaining her bubbly and charismatic self, left Fluttershy to tend the shop. Fortunately for Arctic, the yellow pegasus was kind enough to let him wear a leather chest harness and even found a suitable jock strap to accommodate his rather sizeable package. He dutifully mopped the floors and tidied up, only being shooed to the back when customers came in so Fluttershy could conduct business without him bumbling about.

As the evening drew to a close Arctic heard the door jingle, odd because he could have sworn he’d seen Mistress Shy flip the open sign to closed for the day. Hearing his mistress converse with someone, Arctic peeked his head around and spotted a slightly shorter white unicorn with a deep purple mane speaking to his Mistress. As if on cue the yellow pegasus turned in his direction, motioning for him to reveal himself. Walking out he held his hands over his crotch, the vestiges of embarrassment causing him to blush in front of this mare he’d never seen before.

“See Rarity,” Fluttershy said, reaching up and rubbing Arctic’s jaw, “I think he’ll be an even better helper around here than Smokey, Smokey Jr., Or Softpads.”

“Oh darling,” Rarity crooned, running one finger along Arctic’s right pectoral, “that’d be such a waste for such a fine specimen.”

“Whatever,” Fluttershy sighed as she trotted towards the door. “You keep him then but don’t be surprised if he comes running back to me,” she continued, looking over her shoulder at Arctic one last time before disappearing into the night.

Arctic wasn’t sure what was going to happen now but before he could do anything Rarity grabbed him by the jaw, turning his head to either side while inspecting him. Taking a step back she held her chin, slowly circling the stallion and scrutinizing every inch of his flesh.

“Yes, I must say there’s far more suitable purposes for you than scampering around like some simple pet dear,” she commented, slapping his firm ass as she made her way around the stallion. “Now come,” she chirped, slapping her hands together and beckoning for Arctic to follow, “we’ll start your training tomorrow, and get you into an outfit much more fitting, but first let’s get you showered up and a decent meal in your belly, you smell absolutely dreadful.”