“Are ya sure this’ll work?” Apple Bloom asked.

“Of course! Sweetie is a good artist and hers doesn’t look half bad either,” Scootaloo replied.

“Yeah, now that we painted on some fake cutie marks, they’ll think we’re old enough to visit the brothel and have sex with a human!” Sweetie said.

“And y’all are sure that the only reason we don’t have cutie marks is because we are this thing called a virgin?” Apple Bloom asked.

Sweetie Belle smiled. “Oh, definitely. Everypony knows that it’s a bad thing to be a virgin! The trick to happiness is to, as Rarity says, fuck hard and fuck often.”

A short wagon ride later the fillies arrive at the local brothel run by the changelings, who can make any desire come true. . .

“Alright, forty bits for four humans for two hours, and you brought your own toys. Feel free to use some of our equipment too, girls,” the changeling chittered.

“Which room?” Scootaloo asked with a wide smile.

“Number 69”

The three fillies trotted into the room to find a naked woman sitting in the center of the floor. She appeared to have been put in a very docile state.

“Whoa, humans have such big breasts,” Apple Bloom observed.

“Yeah, but look how tiny her pussy is,” Sweetie giggled.

Scootaloo ran up to her “Oh, where do we start?”

“But ain’t it s’posed to be a male human for us to not be a virgin?”

“Hi little fillies,” the female said in a soft, even tone of voice. “I love your cutie marks. Such sparkly diamonds, a lovely apple fritter, and is that a skateboard and a ring of fire?”

“Sure is!” Scootaloo beamed with pride. “So uh, I asked that the female go first so she can tell us how you’re supposed to ‘pop your cherry’.”

“Oh little fillies, you can call me Cherry then, and I’ll make sure this is a night you never forget.”

“CUTIE MARK CRUSADER CHERRY POPPERS YAY!”

“Hmm, maybe I should put on a latex catsuit first,” Cherry said.

Scootaloo reached in her saddlebag. “Here you go! Dash says water based lubricant works best, so you can use this to help get in!”

“I guess that’ll do.” Cherry began putting a cat suit on using copious amounts of the liquid. It did help her slide in easily. “Now that it’s all zipped up, who wants to go first?”

Cherry set the bottle of super-glue down on the nightstand. She flexed a little in the cat suit, feeling only warmth and tingling, not yet aware the cat suit was now permanent.

“Oh, me! Me!” Scootaloo chanted.

Sweetie and Apple Bloom looked at each other and shrugged.

“Alright, just lay down on this pillow.”

Scootaloo flopped on her back and spread her wings out. “I had a dream like this once but I wasn’t quite sure what was going on.”

“The trick is to take it slow, let the passion build up.” Cherry leaned over and began kissing Scootaloo’s inner thighs. “Let the first time be special, or if you’re into it, kinky.” Cherry leaned in and suckled her clit, causing her to gasp and shiver.

“Wha—oooh.” Scootaloo closed her eyes as Cherry began to lap at her pussy lips with her tongue.

“Y’all look good at this, let’s get the rest of the humans in here to help out Sweetie.”

The two crusaders left to find the rest of the humans.

Cherry stuck two fingers into Scootaloo’s wet pussy. The filly groaned in pleasure as she was explored for the first time in her life. A moment later, she felt something gently pushed into her mouth and click into place.

By the time she finished moaning and looked, she saw that it was a bright red ball gag. She mumbled and found she could no longer speak. Scootaloo wanted to panic, but a strange feeling welling up inside her was distracting her.

A small fire was burning in her belly and pussy, causing her to quiver with anticipation. She felt so good, so alive, and could do little but buck her hips against the human’s tongue and fingers that continued to probe her.

After Scootaloo came, she entered a state of bliss, before she felt the hoofcuffs on her legs. She opened her eyes to find two changelings standing over her.

Apple Bloom and Sweetie returned to the room with the other three humans they had bought for the night.

“Y’all are mighty real for mythological creatures,” Apple Bloom observed.

“So are you, for TV show characters,” the human known as Steve replied.

“Wait, what’s a TV show?” Sweetie Belle asked.

Steve chuckled. “Nothing.”

They shrugged, before Sweetie pulled out some potions. “Hmm, I got these from Zecora’s sex shop. I wonder which we should try first?”

Apple Bloom pointed a hoof at the orange one. “How about that one, it matches Scootaloo’s coat. Say, where is Scootaloo?”

Steve pointed to the back door. “Cherry probably took her back to a private room for a bit. Timmy, Betty, and I will try a potion.”

“Sure, let’s just hurry up. Scootaloo looked like she was having fun and I want to know what it’s like too!” Sweetie exclaimed. She handed Steve the orange potion, Timmy the blue potion, and Betty a pink potion. They all drank their potion.

Soon, Steve collapsed to the floor as his arms and legs began to shrink. After a minute of him squealing like a stuck pig, his arms and legs had vanished. He was now a head, torso, and penis, incapable of moving.

Timmy sprouted eight legs and his abdomen grew into that of a large spider. Soon, his head had been covered with a dozen eyes and his body had thick brown fur.

Betty melted into a pile of ooze on the floor. She was now green, six feet across and a few feet tall. She seemed to still be alive, she was just some sort of slime monster now.

“Whoa, what did the potions do?” Apple Bloom asked.

Sweetie shrugged. “I don’t know, she doesn’t sell to fillies so I just stole the first few I could find from the fetish aisle. They’re supposed to ‘fulfill your every secret desire, for use on humans only.’”

Apple Bloom walked up to Steve, who makes an excellent rug. “Ah think ah know what ta do with this from watching Applejack in the barn when she’s lonely after a hard day’s work. Ya stick the pointy end in first.” She mounted the quadruple amputee and began easing his shaft into her tight, virgin pussy.

Apple Bloom grimace. “Hey, Sweetie, give me some of that lube.” She pointed to the super glue on the night stand.

Sweetie reached for it with her magic, accidently squeezing too hard and causing it to shoot out in Steve’s face. He closed his eyes in time, but soon found them glued shut along with his mouth. He grunted through his nostrils, managing to clear them of glue in time.

“Shucks, got any extra?” Apple Bloom asked. Sweetie pulled out the real lubricant and passed it to her. Soon, Apple Bloom had managed to lubricate the cock and start sliding it slowly in and out, very shallow.

“You’re sssupossed to go deeper,” Timmy said. He was busy weaving what looked like a web in the corner, but some of his eyes faced Apple Bloom. “It’ll tear at firssst, but that’sss how you know he’ssss in.”

“Thanks, human!” Apple Bloom said. She pushed deeper and could feel something about to break, when she noticed the green ooze surrounding her.

“Hey, Sweetie, what’s the ooze doing?” Apple Bloom asked. She turned to find her, only to see that Timmy had grabbed her.

“Apple Bloom, run!” Sweetie said. She was flailing around, and knocked a candle to the ground. Timmy threw her against the web and watched her struggle. He began cocooning her in his web, leaving a gap open so he could fit his manhood inside her.

Apple Bloom leapt to her feet, but found them all stuck in the green ooze. “Ah can’t move! And this ooze is burning ma skin!”

“Good work, Cherry. We can always use new fillies for our brothel on Earth,” the changelings said.

Cherry was struggling with the zipper on her back. “Ugh, I can’t get this stupid latex suit off!” Her skin was itching, burning, and sweat was pooling inside the latex suit. It felt like it had been glued to her skin.

“Oh, I bet I can help,” Scootaloo said. The changeling guards shrugged, and let her help Cherry.

She pulled out some white powder. “This stuff is supposed to make latex not stick, it’s called um. . . talkin’ powder, or something.” She began squeezing it and spraying white powder everywhere. It was, in fact, sneezing powder.

Soon the two changeling guards, Cherry, and Scootaloo were rolling around and sneezing. The filly managed to focus and run out of the basement she had been brought to in the confusion. As she emerged on the first floor, she saw some smoke coming from down by room 69.

Scootaloo ran to the door and kicked it open. On the wall was Sweetie Belle and a very horny looking spider-man. He was about to take her virginity, when he noticed the fire behind him. He grabbed Sweetie and crawled onto the ceiling, and out of the room. Before Scootaloo could go after them, he saw Apple Bloom.

“Help, Scootaloo! Mah feet are stuck!” Apple Bloom said.

“Hold on!” Scootaloo replied. She pulled out an electric shock collar that she had borrowed form Dash. Turning it on, she tossed it into the goo. The ooze that had covered Apple Bloom up to the neck seemed to turn to liquid, and poured off of her.

“Thanks, Scoots!”

The two fillies ran out of the room after Sweetie. “Which way did she go?” Scootaloo asked.

“Ah don’t know, just try all of them!”

They brust through room 68. Inside, there was a minotaur, a wyvern, and a human. The human female had the wyvern’s massive cock in her ass, while his tail fucked her pussy. At the same time, the minotaur had his furry dick deep down her throat. She was being bucked back and forth between them like an accordian.

“Nope, our Sweetie is in another room!” Apple Bloom slammed the door.

They burst into room 67. Inside the spa sisters were laying on the floor, bound and gagged, as two dozen humans masterbated on them. The white rain had covered almost every inch of them, with no signs of stopping.

“Ew!” Scootaloo shouted. “I’m not so sure I want my cherry popped!” They rushed to the next room.

They burst into room 66. Inside, they found Twilight being fucked by Shining Armor, while Braeburn fucked Shining in the ass. Celestia and Luna were muzzle deep in each other’s snatches, and Spike was clinging onto Rarity’s ass fucking her.

“Sister!” Sweetie yelled. The ponies all looked over at them, and all but one turned into changelings. They chittered, and charged the fillies.

Scootaloo slammed the door, grabbed Apple Bloom, and threw her into room 65. She slammed that door behind them.

They looked at the wall and saw Sweetie Belle. She was hovering a pair of scissors around cutting herself free.

“Oh thank Celestia, you’re okay!” Scootaloo said.

Once she had gotten down, she went over to Apple Bloom’s saddle bag and pulled a vial out. She then pulled a flask out of Scootaloo’s bag. “Yeah, and it’s time for plan B.”

Scootaloo and Apple Bloom looked at each other. “Ya mean the one where if we get in trouble, we erase the evidence?”

Sweetie grinned. “Yep.” She poured the vial into the flask and swirled it around. The blue liquid quickly turned white, and began expanding. Sweetie flung it at the wall. It exploded, sticking to the wall, and expanding rapidly.

“Time to get out of here!” Scootaloo said. The three fillies ran to the window and opened it up, jumping out. As they ran, they heard screaming behind them.

There were vines and tentacles bursting out the windows. Half the building was on fire and the other half was being filled by rapidly expanding foam. Several latex clad women were fleeing into the night, being chased by changelings wearing the shapes of everypony from Peppermint Twist to Mayor Mare.

One creature that looked an awful lot like Discord walked outside, snapped his fingers, and vanished. Another creature turned out to be a giant inflated human, who Pinkie Pie rode into the air like a hot air balloon.

The last pony out of the house before it was completely encased in foam was Chrysallis. She took one look at the cutie mark crusaders and screamed.

“Uh oh, girls, I think we better go.” Scootaloo hopped on the scooter and the others jumped in the wagon, and they sped off.

She fell to her knees and threw her front hooves in the air for dramatic effect. “CUTIE MARK CRUSAAAAADEEEEEEERSSSSSS!!!!!!!” Chrysallis screamed.

Author's Note

Yes, the CMC are still virgins. You've been ~~trolled~~ foreplayed. Tune in next time for total ~~flacidity~~ penetration!