Glimmer hadn't meant to watch. She really hadn't.

They had been in the midst of an intense battle, working towards freeing one of the last planets in the universe from Horde Primes most devout followers on their "Best Friend Squad Space Trip II" as Bow liked to call it. The trip was usually peaceful, with them simply travelling to a new planet, meeting the natives, then returning magic to the environment, but it seemed like a few others, their was at least one fight to be had.

Nowadays, one fight is all that is needed, with Bow's inventions getting far better than his original tracker that found the Sword of Protection, the new addition of the master tactician and warrior that is Catra, along with Glimmer's own natural magic from being a Queen and a sorceress of her calibre. Although, their real powerhouse was Adora.

Ever since releasing the Heart of Etheria, She-Ra's power was god like, to the point that no army could stand in her way, and while Adora liked to say in the public eye that this was because of the energy of the magic in the Heart, Glimmer knew it was because of Catra, and the confession of love they shared with one another when they thought they were going to die.

She's only been told the story once, when both Catra and Adora had gotten drunk at a certain unforgettable party during their trip and spilled the beans to her. Glimmer loved the story, it gave her a feeling of hope for love, especially since things had ended between her and Bow.

Bow was great, he was her best friend, but when it came to romance, they just didn't click. So after a couple of months of dating, they chose to stay friends, partly because of one thing they both knew.

Glimmer had a huge crush on Adora and Catra. At this point she didn't even hide it, and she would have been surprised that the power couple hadn't noticed if not for the fact that they were two of the most oblivious people in the universe, having pined for each other their entire lives and not realising their mutual feelings until it was almost too late.

The Queen of Brightmoon really couldn't have been more obvious about her feelings, she openly flirted with them, was physically affectionate with them to the point that at times she would get to peck them on the lips, and Bow sometimes joking that she was their third girlfriend. Glimmer even ogled them in battles when they tensed their muscles in just the right way that they looked like sexy goddesses.

That had been what had happened in this battle anyway. And it really wasn't her fault.

When they had fought their way through the last Stronghold of Prime, Glimmer just got a little distracted by Adora's glorious muscular back and her trousers that was too tight to contain her sexy ass or bulbous, bonus appendage that had been catching Glimmer's eye since she first met the ex-horde soldier. Added to that, Catra was making sure to be extra athletic in this fight, even teasing her and Adora in between clawing at enemies, swaying her hips enticingly whenever she could, once even grinding against Adora's front.

Catra's actions towards Adora had been what got Glimmer distracted enough that she forgot that she could teleport, and get knocked out by a Prime clone as she thought back to images of Adora and Catra from a few weeks prior, the evening they got drunk and what she had seen them do.

They were so beautiful, that was always Glimmers first thought when she saw Etheria's killer power couple. Catra was hot, and liked to bask in that knowledge, even admitting to wearing clothes with a boob window to get Adora to check her out. Adora was a strong, well-built woman, who after years of struggling had built up a confidence that was undeniably sexy, with her She-Ra form heightening all of those qualities and so much more.

It was no secret Adora was intersex, she couldn't really keep it secret with how big her dick was. Glimmer had first noticed it when they went to the hot springs at Mystacor, and from what little she had spotted of it, it was far bigger than anything she could have ever imagined, so much so that for the next month all her dreams were filled with images of that huge cock ruining her.

On the night that Catra and Adora had been drunk, however, she saw much, much more.

Glimmer had grown bored of the party in their honour. About an hour before she admitted her boredom to Bow, the people peaking her interest in the evening had left, having chosen to retire for the evening following the archer telling them that they were far too drunk to keep celebrating. With her only reason for staying at the party gone back to the ship, the Queen of Brightmoon decided to follow, leaving Bow to have fun making friends with the locals.

As she had walked through the hallways of "Darla" the Etherian ship that once belonged to Mara that was named oh so affectionately by Entrapta, Glimmer had heard soft squeals and gasps. Looking back, it was very obvious what the noises meant and why they were being made, but at the time Glimmer was unaware to their meaning, or perhaps wanted to ignore what her brain screamed at her to realise.

Perhaps, she had gone too long without indulging.

Perhaps, she really wanted to see what Catra and Adora were doing in their room, while they left an inviting crack in their door.

So there Glimmer stood, motionless and transfixed by the door to her two crushes shared room. Leaning against the wall as she peared in curiously, hoping to see nothing and everything all at once.

On the inside, the volume of the moans increased, and were accompanied by affectionate and adorable purring. Inching closer to the crack in the door, the sorceress gazes upon the gorgeous form of Catra as she is sprawled out on her back on her bed, her claws taring through her sheets, screams pouring out of her mouth while her C-cup tits jiggle to and fro from the force of the muscular build of Adora thrusting into her.

From what Glimmer could make out, Adora's breasts were about B-cups, and her dick was beyond words, even in her normal form. The sight of it plunged inside of Catra, forcing her pussy aparts as she fucked her into the bed had Glimmer worried that the bed would break, and also highly jealous she wasn't there helping them break it.

"Yes, Adora! Please, keep fucking me!" was screamed from within the room, as Catra wrapped her legs around her lovers hips, her moans and purrs now accompanied by the powerful slapping of balls agains her thighs. Catra wasn't done yet, obviously wanting to add more to her dirty talk as she added,"Fuck me like your little whore, princess! You own me!"

Adora seemed to be very motivated by that, as she began to increase her speed and the power of her thrusts so much that that a loud snap could be heard of the bed breaking beneath them. But Adora was relentless, grabbing onto Catra's tits and licking her nipples as she fucked her as she wanted, murmuring out,"Take it, my precious little cock slut. Oh fuck - you're so tight, babe! Do you like it when I call you a slut?"

Those words were probably the hottest thing Glimmer had ever heard, and being accompanied with the sight of the two people she loved more than anything fucking so passionately, she couldn't help herself, she pushed her skirt and panties down and pulled her shirt up, revealing her D-cup tits, pussy and wide, sexy ass to herself and the quiet empty hallway. She then brought one hand up to massage her tits, while she used the other to tease her now dripping wet folds.

It turned her on to no end knowing that she was masterbating in that empty hallway, that Bow could technically walk through at any moment, or the two obects of her affection could hear her as she gasped and moaned, watching them making love, fucking, being together a she never could with them. She wanted so desparately to walk in there, to ask to join, to tell them how she felt. Part of her told her that if she did that then everything would get better, she'd be happy and loved, an other part of her, told her that doing so wouldn't just ruin any chance of somehow being with them, but also their friendship, something she didn't want to ruin.

Believing her thoughts, she decided to keep doing the perverted thing, the most morally wrong thing, the hottest thing, she watched them, she enjoyed it.

There was no harm, they didn't spot her face through the crack in their door, or hear her desparate gasps and moans as she thrust her fingers deep within her needy core. Catra would never know she wanted so deeply to kiss her, to lay down and let her sit on her face just to taste her pussy, to pull on her tail just as her actual lover did to make her scream through one of her many orgasms. Adora would never know that she wants to kiss her too, or to be on her knees as she got her throat fucked by that bulbous dick of hers, she wouldn't know how much she wanted that dick in her pussy, breeding her.

They would never know she was watching. They would never know she wanted to be with them. They would never know she loved them.

So she kept watching, as that was all she could do to feel as close to them as she wanted to be. She knew it was wrong. She knew that if they noticed her face through their door or heard her moans then it would all be over. But she kept going. She felt she needed to, she had to.

After almost an hour, Adora let out a throaty groan as she whispered something to Catra, who cooed,"Yes, Dummy, you can cum inside me. Fill me up! You know that's how I like it!"

"Just making sure, I know it's not one of your safe days," Adora grumbled, nuzzeling her head into Catra's neck as she kept up her thrusting,"It's just that you also aren't usually this into the rougher stuff, and I don't know if it's because you're drunk or just that much of a bottom."

"I am not a bottom!" Catra screamed, before her body violently shook as she came once more around Adora's cock. Blushing embarrassed, the ex-Horde leader continued,"And even if I was, that's not the reason we went a bit more intense than usual, neither is the alcohol. It's just that, while I love you being soft and gentle with me, I know how strong you are more than anybody, I want you to use that strength to split me in two."

"Ha, bottom!" Adora chuckled, thrusting deep into Catra's pussy before she could argue against it and holding her hips down as she fired ropes and ropes of cum within her. At the same time, Glimmer was cumming herself, having enjoyed the show very much. The Queen of Brightmoon squirted all over the floor as she watched her friends moan and kiss one another, before Adora asked,"You really want me to use full strength?"

Catra only moaned as she continued to bounce her hips on Adora's dick, until suddenly Adora began to glow, as she transformed into She-Ra, her dick stretching out Catra's folds to the extreme as she did so. With that, She-Ra began to fuck Catra like never before, grabbing her by the throat and making her scream and moan like nothing ever had.

From the intensity of the brutal fucking she was getting, Catra turned her head to the side, looking at the door, her tongue lolling out as she screamed and moaned. Glimmer, who had barely any time to react, gasped as Catra then winked at her, before turning back to Adora and wrapping her arms around her back, letting herself be picked up.

She watched them for another minute, adoring how hard Catra was being fucked as Adora held her in her arms, but Glimmer was in shock at being caught by Catra, and not knowing what to do, teleported back to her room, where she relieved herself before falling asleep, dreaming of her crushes, what they were doing, and what could have happened if she walked into that room.

But back to current events.

Glimmer, having been knocked out by a Prime clone, was now being carried back to their ships med bay by She-Ra while Catra ran away to get it ready for a check up. The couple had been worried about Glimmer for a while, as she always looked lonely, sad, and distracted as she had been today, and while Adora had no idea why this was, Catra knew why.

Having suspected Glimmer's feelings for Adora since Princess Prom, Catra had used to be very jealous towards Glimmer, even downright hateful at times, but that was before they got to know each other on Horde Primes ship, before her redemption. Now Catra could tell that Glimmer loved both her and Adora, and her conflicted feelings of wanting them but not wanting to ruin their friendship had hindered her.

The wink Catra had given the Queen of Brightmoon had been an invitation, a sign to show that she loved Glimmer just as much as she did Adora, and she knew Adora felt the same way, but Glimmer had been shocked, maybe even a bit scared, and she left before anything could begin between the three of them.

So as Catra got equiptment out to check for a concussion, she plotted and planned on a way to stop Glimmer being so dangerously distracted. As she came to a final strategy Adora kicked down the door and hurriedly put the Queen down on the bed, now out of her She-Ra form. Quickly, they checked Glimmer out, in multiple ways, and came to the conclusion that she was very lucky, because she was absolutely fine other than a bruise on her head.

They then waited, sitting next to one another on a chair as they held hands.

As they waited Catra noticed a slight flutter to Glimmers eyelids, signifying that she was waking up. She then knew that she had to begin her plan.

"Adora, I'm worried about Glimmer," she sighed, cuddling closer to her girlfriend, who quickly wrapped a protective and comforting arm around her,"She keeps looking so distracted, and now she's getting hurt in the battlefield because of it! What if she get's hurt really bad before I can tell her how much I care about her?"

On the bed, Glimmer gasped quietly, but Adora, ever an idiot, responded to her with,"Glimmer knows how much you care about her, you're best friends. And she won't get hurt again, not while I'm around."

"No, Adora, she knows we're best friends, but - and please don't get mad, because I know you feel this way too - I love her more than a best friend," Catra blurted out, surprising herself with how good she could act even when it wasn't part of an evil scheme.

Blushing like never before, Adora coughed out,"Catra, don't you think we should this conversation in private?"

"We are in private, Dummy," Catra sighed, looking over at Glimmer, who was far too tense to be awake,"Everyone who's involved in this coversation is in here. Everyone who I love is here."

"Babe, I'm not saying I don't want to talk to you guys about this. Fuck, I've wanted to talk to you guys about this for about a year, but right now, in the medbay, is not the place to do this," Adora grumbled, before gasping excitedly and shaking Catra slightly,"Why don't we wait until we get back to Etheria and have a romantic dinner with her?"

A soft chuckle left Catra, her tail wrapping around Adora's waist as she moved over to Glimmer and fixed a tuft of hair that had fallen out of place, answering,"Oh, we're definetly going on that date, but we should get this confession out of the way. I think we both want her as much as she wants us," she then leaned down to be face to face with the Queen, adding huskily,"Isn't that right, Sparkles?"

At that moment, Glimmer did the boldest thing she had ever done. She shot up and crashed her lips hungrily against Catra's pulling her up so that she was straddling her as she grabbed her ass. Catra didn't seem surprised by this, but Adora let out a gasp of surprise before she seemed to connect all of the dots, exclaiming,"Oh!" upon her revelation.

Once Adora had her moment, Catra pulled away from Glimmer to laugh, the Queen of Brightmoon joining in too. However, they were both silenced when Adora tore off her clothes and revealed her six pack abs, along with his rock hard, thick, throbbing 10 inch dick, as she smirked at them, both Catra and Glimmer shaking with excitement as Adora shot them a suggestive glance that wet their panties.

"Fuck, she really is a top!" Glimmer gasped, as Adora walked over to them, a confident smirk crossing her face and her dick swinging side to side, almost teasing them with the fact that despite how huge it was, it was still out of reach. Wanting to test another theory of hers, Glimmer spanked Catra's ass and then shoved her hand down her front, plunging her fingers into her lovers dripping wet folds, her moans of pleasure almost deafening. The Queen of Brightmoon then added,"And you, Horde Scum, are a little slutty bottom, aren't you?"

"Yes, ma'am," was all Catra could moan, before she gasped in excited arousal as her clothes and Glimmer's bellow her vanished with sparkles, leaving her new lovers sexy, curvy body on display,"Sparkles, you look so damn sexy! I can't wait to eat that pussy."

"Why wait?" Adora growled, grabbing Catra by her now growing out hair and pushing her down to be face to face with Glimmers soaking folds,"You've had her mouth long enough, now your going to have a snack while I have my fun. Understood?"

Adora didn't wait for an answer though, as she pulled Glimmer into a fiery kiss, releasing all the emotion she could into, grabbing her by her own hair and keeping her close to her. Soon, Glimmer was screaming and moaning against her lovers lips as Catra happily ate out her pussy, teasing her clit with playful fingers and tongue fucking her pussy It was all so much, the Queen of Brightmoon would have usually lasted longer, but knowing that the two people she loved most in the world wanted her too, and the added skill of Catra, pushed her over the edge, as she shook and screamed in orgasm.

For a moment, she blacked out, briefly enough that she was okay, but long enough that she was surprised when there was a penis in her face where Adora had once been. Glimmer moaned at the sight of the dick in front of her, it's thick shaft and large cum-filled balls begging her for attention, along with Catra's continued devouring of her pussy. The next thing Glimmer knew, she was opening her mouth as wide as she could to allow Adora's dick full access to her mouth.

The Princess of Power took that invitation very positively, as she soon grabbed the queen by her hair and began to thrust into her mouth at a vigorous pace, almost fast enough to be considered a face fucking. Adora smirked as she felt Glimmer moan around her dick, seeming to enjoy her current treatment from her and Catra, and she came to a realization.

While she was most definetelly a top, Glimmer was definetelly a bottom, and from how Catra was acting around the two of them, she was a switch.

Deciding to investigate that theory another day, Adora pulled out of Glimmer's mouth, smirking as she heard the Queen of Brightmoon groan at the momentary loss of her dick. Adora then hopped ontop of Glimmer, so that she was straddling her chest to sandwich her dick between her large tits.

"I've always wanted to fuck your tits," Adora moaned, her hips begining to thrust and her hand coming down to carress Glimmers chest,"You look so hot right now, babe. I can't wait to actually be inside you."

Glimmer was screaming in pleasure now, grabbing her own boobs to put more preassure onto Adora's cock as she got titty fucked. While that went on at her top, Catra had seemed to discover one of her kinks. Glimmer had discovered early on with her fantasies of Catra and Adora, that she really liked the idea of them using her ass however they pleased, and Catra was now happily devouing her puckered hole while she fucked herself with her fingers.

Grunting in frustration, Adora pushed the tip of her dick back into Glimmer's mouth as she fired multiple ropes of cum, then pulled out once again to cover Glimmer's face and tits with her cum too. Crawling off of her allowed Catra a chance to lick up her new lovers sweat and cum covered body, moaning as Glimmer pulled her into a passionate kiss in which they began to swap cum with one another.

That had Adora's erection revived quickly, but she wanted to try something out. She knew for a fact that Catra greatly enjoyed her She-Ra form, so she wanted to see how Glimmer felt about it too. Cracking her neck, Adora focused on her love of Catra and Glimmer, and soon her body erupted with light as she transformed into She-Ra. As usual, Catra and Glimmer gasped when they noticed her transformation, but they were cut off by a loud slap as a 15 inch dick landed on Catra's ass, the ex-Horde soldier moaning at the sensation.

"You've had that thing inside of you?" Glimmer cried,"I don't think I can take that, I haven't even had Adora's normal dick yet."

"That's fair," Adora cooed over Catra's shoulder, rubbing her dick along her girlfriends pussy as she lined herself up,"I'm going to fuck Catra right now, then I'll go back to normal for you if your not ready. But understand this, someday, I will fuck you with this bigger dick."

"Can't wait!" Glimmer giggled, watching in awe as suddenly Catra's face contorted in pleasured screams as her pussy was filled with one of the biggest dicks in the universe.

Soon the sound of slapping and moans were the only thing that filled the med bay, as Adora fucked Catra at a speed and strength that brought Catra quickly to squitring orgasms. It seemed to Glimmer that Adora knew exactly how to use her dick, and Catra knew just how to take it, even when it was so large it looked to be the size of a human arm.

While her lovers had their fun, Glimmer crawled out from under Catra, leaving her to fall limply to the bed and take her pounding all the harder, and spread her ass cheeks apart, gazing intimately at her puckered ass hole, that looked to be begging for some attention. Licking her fingers, the Queen of Brightmoon eased two fingers into the ex-Horde leaders ass, while she was still being fucked up the pussy. Catra screamed at the double pentetration, her volume only increasing when Glimmer began to lick around her ass too, even spanking her ass with her spare hand.

The sight of the two loves of her life underneath her had it's effect on Adora, especially when both Catra and Glimmer turned up to look at her following another of Catra's intense orgasms. So, with a groan, Adora pushed her dick as deep into Catra's pussy as it would allow, and emptied her balls into her womb once more, testing fate again.

Taking a moment to breath, Adora stuck to her word, pulling out of her girlfriend and shifting back to her regular form. To help revive her erection, Glimmer bent over and began to eat out Catra's cum leaking pussy while shaking her ass enticingly at her, moaning out,"Come here, big girl. I want a big load in me. I think Etheria needs some new Princesses!"

"You little fucking minx!" Catra screamed, enjoying how well Glimmer ate her out,"You're already begging to be bred after only one session! You're even more submissive than I am."

"That she is," Adora agreed, abruptly pushing her dick balls deep inside of Glimmer, making her writhe in pleasure at her pussy being stretched to it's limits,"Which will make her another desperate little slut for me to cum into! But don't worry Catra, you're still going to get first dibs at being a mum," with each word, Adora spanked Glimmer's ass, her thrusts gaining more power and speed leaving the queen barely able to please Catra,"I have told you two of my vision of us in the future, right?"

Recieving nods and moans of approval, Adora continued,"Well what I usually miss out is that your two are some really hot MILF's in the future, and in all my hopes and dreams, I see myself with you two, and all of our children," they all moaned at that, both at the thought of staying sexy as they aged and also getting to have Adora's kids.

It eventually proved to be too much for Glimmer as she squirted all over the floor and tightend her folds around Adora's dick, holding her in place as she begged,"Please cum in me, my love! I want a big load in me!"

"Give it too her Adora!" Catra cried, pushing her ass back into Glimmer's face,"Give this horny little voyeur slut what she wants! She's been a good girl for us!" With that, Adora moaned in rapture, her balls spasming as she fired ropes of sticky cum deep within Glimmer's womb until she was overflowing, then pulled out to cover her ass in a few more shots. As she did so, Catra thrashed in orgasm too, covering Glimmer's face in her cum too, screaming,"Yes! You're so good with your tongue, Sparkles!"

They all lay in silence for the minutes that followed, comfortable as they wrapped their arms around one another, all accepting one thing, they were together now, and forever.


Author's Note: This is my first G!P fic, and it is heavily inspired by ChocolateCookieCream and their stories. I suggest if your into good smut fics, with good characters, plot and humour, go to them. They are by far one of the best writers on this site.

Anyway, I hope you enjoyed my story, and if you want more like this, review and PM me.