Twilight's Reasons to Hate Fusion Fool: The Mini-Series.

by Fusion Fool the 3rd

Rating: mature
Tags: Alternate Universe, Random
Length: 34577

A collection of clop stories, based on Twilight's Misadventures and Apologies to the Readers.

All based from Twilight's Misadventures and Apologies to the Readers! and other fics I may associate it with.

For possible Chapter ideas, go to this blog post. If you have an Idea that you'd think I would enjoy writing, post it on that blog page or PM me. Voting occurs on the chapter itself starting with the CMC chapter.

Looking for Editors Group Stauts: All Done, thanks, dood.

This is where I am going to throw all the stuff I tease in that story and other stuff I felt like writing quickly.

What Mini-Chapter am I working on now?: Nuttin dood.

TIMELINE OF THE MINI-SERIES!
- Twilight Velvet's Mother's Day Special: Anytime after Chapter 3
- Rainbow Dash's REAL first time with a stallion…mare: Between Chapter 4 and Chapter Seven
- Cup Cake's Cream-filled Buns: Anytime after Chapter 12
- Sunset Shimmer's time with an Equestria Dickgirl: In between Twilight's Misadventures and Twilight's Multi-verse Journey(Not something I'm working on atm)
- Cutie Mark Crusader's plan to stop Twilight happened between Chapter 8 and 11
- Twilight was fooled into the Spa Ponies' plan between Chapter 15 and 16
- Cadance molested Twilight before the Misadventures happened
- The Iron Pony Competition starts after Chapter 18

Cover Art by "Tess"

Published 1970-01-01 00:00:00 UTC
Last updated 2013-12-29 22:11:08 UTC

Fusion's Late-Ass Mother's Day Clop... I dunno Why I did this, dood.

Twilight Sparkle trotted to her childhood home, excited to visit her mother for Mother’s Day. She knocked on the door, and waited patiently, a smile etched on her face.

The door opened to reveal an older mare, a white unicorn with light purple and white striped mane, with a flank adorned with three purple stars. “Twilight, oh I missed you! Please come in,” Twilight Velvet said, moving to the side to let her daughter inside the home.

“I missed you too, mom. Happy Mother’s Day!” Twilight said, giving her author of a mother a big hug and a kiss on the cheek.

“Have a seat, dear. I’ll go make some tea,” Velvet said, but she was stopped by her daughter.

“No mom let me. It’s your special day,” Twilight Sparkle ordered, lightly pushing the white unicorn onto the sofa while she went to get snacks.

“Where’s Dad and Shiny?” the younger Twilight asked, placing a plate of cookies on a tray, while heating the tea with her magic.

“The boys went off to find me a gift for Mother’s Day. It’s just me and you, my dear,” Velvet said happily. She smiled warmly at her daughter as the younger mare carefully placed the tray of tea and cookies on the table.

“Well, I hope you don’t mind, I couldn’t think of anything so… I’m sorry I didn’t get you anything worthwhile,” Twilight muttered in embarrassment. She meekly levitated a large bouquet  of lilies and white carnations to her mother.

“Oh sweetie, they are absolutely lovely. But I can think of something else that I would rather have,” the white mare said, her tone turning sultry.

“Oh? What would that be, Mom?” she asked, eager to make her mother happy, especially on Mother’s Day.

“I love your father, but he isn’t the same colt as he was before. A real tiger that helped bring you and Shining into the world. But I fear he can’t light my fires anymore,” Velvet muttered sadly, wrapping her hooves around her daughter’s neck. “I know you have your marefriend, and with your brother with your father right now, so I have nowhere else to turn.”

“Mom?” the purple mare asked, rather worried about the situation.

“I know you love to help ponies, now mommy needs you to help her,” Velvet cooed, pressing her lips to her daughter’s mouth.

Twilight’s mind restarted itself, in shock of her own mother coming onto her. She didn’t want this, but she didn’t want to hurt her mom on Mother’s Day. Her mother was right; Twilight did like to help ponies, to save the day if it meant everypony was smiling at the end. She weighed her options, then pressed back into the kiss, holding her own mother as she returned the passionate display of affection.

The two mares broke the kiss, “Oh Twilight, thank you so much,” the older Twilight whispered. She lead her daughter to the master bedroom and sat her down on the bed, her hind legs wide open.

“It’s been a while since I’ve seen ‘you’, dear. Don’t be afraid to show momma,” Velvet said while her hoof pressed into the purple mound of her daughter.

“I don’t know Mom, this seems weird to me,” Twilight whined, her face turning red from her mother’s touch.

“Let me help you then, dear,” the older Twilight cooed, leaning her head in and licked at her daughter’s mound. The purple unicorn moaned as she felt her mother’s tongue tease her, only gliding across the opening but never entering.

Twilight Velvet stopped her oral assault, much to her daughter’s dismay, as she saw the towering purple flesh stand proud. “My little filly isn’t so little anymore, is she?” the white unicorn asked playfully; her face was beaming with happiness as a tendril of saliva slowly slid from the corner of her mouth. “Much bigger than your father.”

“Please don’t compare me to Dad, it isn’t right,” the purple mare whined, hiding her embarrassment with her forelegs.

“I’m sorry Sweetie,” Velvet gave the purple mare a kiss on her horn. “Now, let’s help you help me.”

Velvet slid her tongue from Twilight’s torso down to her cock. “You taste divine, honey,” the older mare muttered, making the purple mare try to hide herself more within her limbs. “If I could, I would move to Ponyville just so I can have this all day.”

Velvet took in a deep breath, letting her daughter’s aroma flow into her nostrils, before opening her mouth to let the purple mare’s cock head in.

Sparkle gasped, one of her hooves now clenching onto the bedspread while the other remained to be her shield from embarrassment. Only one of her violet eyes was open to witness her mother give her the best blowjob of her life. Daring Do could only dream of matching her mother’s skills, and that would be if Princess Luna decided to help her. The older mare’s lips felt divine against the sensitive purple flesh, and the way her tongue would know where Sparkle’s most tender areas of her cock was incomprehensible.

Velvet’s eyes rolled into the back of her head as she tasted her daughter, a tiny taste of heaven that only Princess Celestia could know. Her moist marehood dripped onto the floor, wanting to feel her daughter’s cock, needing her daughter to make her feel like a mare again.

“Mom, I’m so close… please,” Sparkle whimpered. Her hind legs wrapped themselves around her mother’s head, determined to fertilize the mare’s mouth and stomach.

Velvet accepted her daughter’s sperm graciously, letting it spill down her throat. The actual cum was better than her pre-cum and she savoured its flavour, letting it flow around her tongue and down her throat.

Sparkle attempted to regain her breath after her orgasm, and she snapped to attention as her mother crawled onto her, her eyes filled with desire.

“Don’t worry honey, Mother knows what’s best,” Velvet whispered, locking her daughter’s lips with her own in fiery passion. Her horn gave off a light purple shine as she maneuvered the purple member to enter her needy pussy.

The two Twilights broke the kiss as they both felt amazing pressure; Sparkle felt her mother’s walls clenching her dick in a vice grip, only allowing her to push deeper. Velvet, on the other hoof, felt a sudden fullness her husband failed to accomplish in the past for too long. The older mare came nearly instantly when she felt the purple intruder reach her core, teasing the womb itself.

“Oh my sweet little girl, you are doing mommy so proud,” Velvet cried, bucking her hips onto her daughter’s, riding the purple unicorn’s length for all she could offer.

Sparkle could only gasp and grunt; her hooves held onto her mother’s body as she pounded upward, giving the older mare great amounts of pleasure.

“Oh my sweet filly, my special little girl. Keep going, fill your mommy,” Velvet moaned, pressing the purple mare’s head into her torso, nuzzling her powerful horn.

The moist flesh that surrounded the purple member tightened for the impending orgasm, rubbing and massaging Sparkle’s girth so that it can feed the womb its delicious seed that came from within.

“Sweetie!” Velvet cried, reaching orgasm again, with her daughter close behind. The purple mare let out a grunt followed by a sigh as she came, flooding her mother’s womb with her spunk. The two mares stood that way for a moment, relishing in the afterglow of their combined orgasms.

Velvet slowly lifted herself off her daughter’s member, watching the cock stand erect once again like a foal on Hearth’s Warming Day first who sees the presents underneath the tree.

Sparkle slid off the bed and onto her hooves, still panting from the recent round. She turned her head to see her mother lying over the bed, her hind legs still touching the floor, giving her a sultry gaze. “Come dear, give your mommy more,” Velvet cooed, shaking her rump.

Once again, Twilight’s mind had to restart itself, but during this lapse her body moved on its own, preparing to claim her mare. The purple mare reared herself up to prop herself on her mother’s back, her hooves kneading the soft white fur of the older Twilight’s rump.

Taking a deep breath, she laid her cock on the crack of the butt, her magic flowing from her horn as it intertwined with the flesh of her own dick, her eyes closing as she felt the familiar sensation.

She felt an unruly pleasure while she was casting but as she finished, she opened her eyes and smiled in satisfaction, as there were now two dicks lying on the white unicorn’s backside. She backed up and positioned herself differently, and then slowly entered both her mother’s holes, causing the older mare to squeal in delight.

Velvet’s eyes rolled back into her skull as she felt both members slide into her abused pussy and tight ass, her tongue lolling out of her mouth as she soon felt very full and loving each and every second of this feeling.

The purple unicorn soon reached her end, her crotch rubbed warmly against her mother’s bottom. She slowly drew herself back before pushing forward, shuddering as her mother praised her with her moans and cries of delight.

“Harder, please fuck me harder,” Velvet cried. Nodding, she picked up her pace. Her hooves dug deeper into the older mare’s cutie marks, as she rut her own mother, forcing her to moan her name or praise one of the princesses for giving birth to the purple unicorn.

“Oh my sweet filly, give it to me. Oh you’ve made your mommy so proud, give me everything you got, just give it to me,” Velvet begged, her head turned to watch her daughter mount her from behind. She felt very pleased to see this, for very few mothers are blessed with a daughter that can fulfill all her needs.

“Mommy, I’m going to cum. I’m going to fill you again,” Sparkle cried. Her thrusts came faster and harder, turning the white flesh bright red after each slap.

“Let it go, Twilight. Breed me,” Velvet gasped. She was not disappointed as she felt both members unload their combined contents into her. She soon felt her daughter lying on her back, in a daze.

“Happy… Mother’s Day, mommy,” Twilight muttered, before falling asleep.

“Thank you for the best gift a mother could ask for, my special little filly,” Velvet said, using her magic to gently remove her daughter’s softening members from her depths and place her on the bed. She soon got in and snuggled her daughter, emotionally content and happily filled.

“AAAHHHH!” Night Light, a blue stallion with a dark blue mane, screamed. He heard a yawn come from his left side.

“A nightmare again, dear?” Velvet asked, attempting to sleep soundly despite her husband’s scream.

“Yea,” he answered, still shaking.

“Spiders, dear?”

“No.”

“The dream where you predict a meteor will land and destroy Equestria but nopony believes you?” she muttered.

“Not that one either,” he stuttered, though he still didn’t like that one.

“The dream where one of our children shows me a better time in bed than you could ever hope to?” Velvet asked, rather unnerved due to the recurring theme.

“Uhh…Ye..Yes,” he muttered, ashamed of his nightmares.

“You are the only one for me,” Velvet reassured him, turning over to face her husband. “Shining is married and Twilight has a marefriend.” She placed a loving hoof on his and gave him a reassuring smile.

“I guess you’re right. I’m still worried though,” Night Light groaned.

“Then tomorrow night, we can see if you are still the tiger you were before Twilight’s birth. Just get to bed, it’s Mother’s day tomorrow,” Velvet said, falling quickly to sleep.

Night Light laid back down and shut his eyes tight, hoping that he wouldn’t disturb his wife again with a silly nightmare.

How to Bake a Cup Cake

Pinkie Pie... Recruiter of the Twi-Harem.

It was a dark evening in Ponyville, approximately two hours since nightfall. Rainbow “Danger” Dash is lurking in the darkness. Her goal was simple; recreate the experience she had with Twilight and Spitfire at Cloudsdale that doesn’t involve drinking…and Spitfire much to the blue pegasus’s dismay.

For the past two weeks Rainbow Dash has been plagued by perverted thoughts about her brainy friend, they were around since the day she and Spitfire took turns riding or get mounted by Twilight, but they became much more powerful when Pinkie wanted to talk to her about Twilight.

The problem with this was that Pinkie didn’t just talk about the egghead, but also  how nice it is to be filled by her cock or to taste the purple monster’s seed. Rainbow Dash wouldn’t mind it too much if Pinkie didn’t explain it all in great detail, down to the actual flavour of Twilight’s cum…which is a combination of raspberries and grapes with a slight drizzle of salt.

Ever since that day, Rainbow Dash can’t look at raspberries or grapes the same way if there’s a salt shaker near them. But that wasn’t the problem; the REAL problem with Pinkie’s chats was that Rainbow Dash hung on every word that Pinkie described. The cyan mare would be six feet underground before she admitted that she loved listening to how Twilight took Pinkie to town in bed.

The downside that made apparent quickly was that Rainbow Dash had to postpone her training or her napping just to clop to the images Pinkie instilled into her skull. After a week since she and Pinkie started having their “Twi-Fuck-Buddy” chats, the blue pegasus’s mind began to alter the scenes that would play in her head. Instead of Pinkie getting mounted, it would be Rainbow Dash.

She would be positioned with her front hooves on the bed, back hooves on the floor, shaking her rump to entice the purple shaft. She would be bouncing on the purple unicorn’s crotch, thoroughly enjoying the feeling of the librarian’s cock filling her. The straw that broke the pony’s back was while she was napping, the blue pegasus was lying in Twilight’s bed wearing dark blue lingerie; panties, socks, a collar, and a saddle.

The very moment the dream when Twilight pounced on her, cock erect, was the moment Rainbow Dash awoke in a sweat. And that was that, Rainbow Dash thought out a quick plan to get Twilight to screw her, her biggest problem being Pinkie. Daring was in Canterlot doing museum stuff, Lyra hasn’t left the Candy store all day, and anypony else Twilight had fucked before aren’t currently in Ponyville at the moment.

So she had to incapacitate Pinkie Pie first.

She found her target strolling to the Library, and she leaped into action. “Hey, Pinkie.” Rainbow Dash said.

“Oh hi Dashie, whatcha doing?” Pinkie asked, rather curious about why the blue mare isn’t napping in a cloud or at home.

“I actually wanna ask you something,” Rainbow Dash muttered, nervous as to how she was going to word this to her best friend.

“Oh you wanna have fun with Twilight, right? Okie Dokie Lokie, I’ll leave Twilight alone tonight for my bestest friend,” Pinkie exclaimed happily.

“Uh, thanks Pinkie, how did you know?” Rainbow asked, confused.

“Duh, I can smell you AND I’ve been talking to you about Twilight because I think you needed another night with her. Anyways, see ya later,” Pinkie answered in a sing-song voice, bouncing back to the Bakery.

‘Step one complete… I guess’ Rainbow thought as she went to the library. She made sure nopony saw her enter the treehouse. But her cover was blown the moment she saw the purple dragon staring at her, drawing on a piece of paper.

“Rainbow Dash, whatcha doing out so late… in the library?” Spike asked, baffled by the cool pegasus who was supposed to be napping or doing tricks away from a lame place like this.

“Well, I heard Twilight had the all the Daring Do books so I’d thought I’d ask her to let me borrow them,” Rainbow Dash lied.

“You read them all, twice,” Spike replied. While it took a minute he added it all up in his head and groaned. “I’ll go get my basket, stupid ponies that want me to move so Twilight can do them, I hope Rarity doesn’t end up like you and Pinkie, crazy mares.”

She sighed in relief as Spike climbed the stairs; she closely followed the dragon to see if Twilight was up. She may be an overall awesome pony, but it’s lame to make a move on a sleeping mare. She glanced up to see Twilight reading some book that made the speedster’s head spin just looking at it.

“Rainbow Dash, what a surprise. What brings you here?” Twilight asked, her expression changed from happily surprised to suspicion as she saw Spike take his basket down stairs. “Please tell this isn’t about…”

“I’m sorry Twi, I’ve been chatting with Pinkie lately-“

“Stop, I think I can piece it together from there,” Twilight interrupted. “But why exactly? Other than Pinkie talking to you…about me.”

“Well, I figured since we did it once; maybe we can do it again? Help a friend out, so to speak,” Rainbow Dash muttered, giving the unicorn a cheesy smile.

Twilight was not amused. “Look I’m flattered, but I am far behind my studies thanks to Pinkie, okay?”

The plan wasn’t looking too good, so she had no other alternative. “One moment, I’ll be right back,” Rainbow Dash said, flying out through the window.

“She could have used the door like a normal pony,” Twilight grumbled, returning to her reading.

A few moments later, Rainbow Dash returned through the window, wearing Pinkie’s lingerie, a red collar with a heart dangling around the throat, four red socks that had a heart pattern on it, a slim red saddle, and red panties. She was blushing madly on the fact that she was wearing it at all. “Here, does this help?” Rainbow muttered, trying to not look Twilight in the eyes.

It was Twilight’s turn to blush, turning her head away from the blue mare. “Look… you don’t need outfits…like that, to seduce me. I’m just not in the mood, okay?” she stuttered, slowly turning her head back to catch glimpses of the garment clad pegasus.

“So I put all this on for nothing?” she groaned, she began to take the ridiculous get up off, starting with the socks.

Twilight’s mind seemed to slow down as out form the corner of her eye, saw Rainbow Dash slowly take the sock off her fore-limb with her teeth. Her heart pumped rapidly as the blue mare began to take the socks off her hind-legs, noticing that her speedy friend was annoyed by the how to take them off, she could have sworn that there was sweat glistening on her blue fur.

Rainbow sat on the ground and lifted her hind leg up high, and tilted it so she can get her teeth around the hem of the sock, unknowingly shown Twilight her moist pussy. “Stupid socks, who thought socks were sexy, anyways?”

“A trend that came up a few hundred years ago, I think a painter started it by painting brothel mares in socks,” Twilight answered, her hoof failed to cover her right eye, allowing her to see Rainbow Dash take the final sock off.

Rainbow Dash fumbled with the saddle straps with her hooves and found she couldn’t quite reach with her teeth and groaned in annoyance. “Hey Twi, could you get this thing off me, Pinkie put it on me and I can’t reach the straps,” Rainbow asked.

“Oh uh…sure,” Twilight uttered, her horn glowed as the saddle was undone and was lifted off the pegasus.

Twilight’s eyes went wide when Dash went for the panties, the pegasus was clearly too annoyed to care but she fell on her belly as she did so, her flank raised towards the unicorn as her fore-hooves pushed the fabric down. Once again, Twilight’s brain slowed time for her, letting her watch the thin piece of cloth slide across her cutie marks, and ultimately revealing Rainbow Dash’s marehood, still moist from the earlier embarrassment.

Rainbow kicked the dumb fabric away as she got back up, no longer giving the unicorn a show. She struggled with the collar, “Hey Rainbow, come up here. Collars can be pretty tricky, I’ll help you get it off,” Twilight spouted, surprising both ponies.

“Uhh, sure. Pinkie did say I can’t take this thing off without help, but can’t you just magic it off like you did the saddle?” Rainbow asked.

“A collar is smaller and requires precision otherwise I may strangle you by accident,” Twilight quipped. The speedster shrugged and flew up to meet the unicorn, who was sitting flat on the bed.

Rainbow Dash sat down next to the bed while Twilight studied the collar. The unicorn didn’t really pay any mind to the collar itself, she just stared at how the collar itself fit on Rainbow’s neck. “You know…the collar… suits you, I think,” Twilight muttered, her magic barely touching the leather strap itself.

“No way, I hate this thing, it itches and it’s uncomfortable. Just take it off,” Rainbow whined.

“Well, this is Pinkie’s after all. Maybe we can find you a collar that would be more ‘you’? Twilight said, quickly clamping her mouth shut with her hooves.

“Again, Twi. I don’t like…Hold on,” Rainbow Dash muttered, adding all the pieces together, turning slowly, preparing her teasing face. “You like me wearing this collar, don’t ya?”

“Of course not, it’s just a bit of fabric and fake leather. I was thinking more about what you would like, you never know until you try, right?” Twilight explained, talking herself into a corner.

“I know you couldn’t resist Rainbow Dash for long,” the blue pegasus gloated, crawling onto the bed.

“Well, you got me alone in bed. I guess you would want to lead?”  Twilight asked, sitting on her rump, her purple dick standing at attention.

“Well, actually,” Rainbow Dash muttered, “I heard about how you started to dominate Pinkie and was wondering…”

“You want me to lead then?” Twilight said, rather shocked that the speedster would rather be on the bottom. Rainbow nodded and smiled sheepishly as Twilight shuffled herself back, sitting against the headboards. “Alright then, let me think. I know, get me ready for you.”

“Uhh, okay,” Rainbow replied, moving forward, her face getting closer to Twilight’s shaft. She was confused with where to start on this monster, as her memories of that night in Cloudsdale were fuzzy.

“You can start by stroking the rod with your hooves while you lick the head, or you can lick along the length, “ Twilight tipped.

Rainbow nodded, deciding to take the first option. Her hooves pressed against the sides of the dick while she opened her mouth near the head. Tentatively, she slowly placed her tongue on the edge of the flared tip, letting herself get use to the taste. ‘A little salty, but I kinda taste the raspberries. But in all seriousness, how did I do this before? she asked herself; her tongue moving slowly around Twilight’s penis.

Twilight let out a soft moan, letting the blue pegasus feel it out for herself. She ran her hoof through the rainbow mane, petting the pegasus, the action made Rainbow Dash’s face turn red completely while also causing her hooves to work the shaft faster, making Twilight feel rather good. “If you want, you can try and take me into your mouth. Just don’t take too much, let your hooves massage what you can’t get in,” Twilight added, still petting the pegasus.

Rainbow Dash took a deep breath before opening her mouth to take what she could, slowly feeding the cock towards the back of her throat. She felt a jolt of pleasure when Twilight moaned; making her feel very good that she is doing a good job at least.

She tried to run her tongue around the sides of it as she backed out of it, she thought that maybe she could just bob her head rapidly around the purple cock. Testing her theory, she did just that, her head attempting to be a blur in the unicorn’s crotch.

Twilight watched in confusion as Rainbow bounced her head on her prick, “Rainbow, stop.”

“What? I thought you’d like it,” she answered, saddened that the unicorn disapproved.

“You gotta lick it more, the way you just bobbed your head like that had no emotion, it looked like you were bored with me,” Twilight stated.

“No I’m not bored, I just thought it would be better, I’ll try again,” the blue mare muttered, returning to her old position. Gently licking the underside while massaging the shaft with her hooves, as she had plenty to work with.

Rainbow tried to take as much of the cock as she could, taking half of it into her mouth. She took it out quickly letting her tongue tease it as she left, she began to pump the length with her mouth, letting her tongue lap at the member, her saliva trailed down Twilight’s cock until reaching the base, caught in the purple fur.

One of Rainbow’s hooves began to tease the unicorn’s marehood while also working her mouth around the needy prick, prodding the lips, slipping a bit of her hoof between the folds, causing Twilight to squeak.

Having difficulties controlling herself, Twilight placed her other hoof on Rainbow’s head and slowly forced more of her cock into the pegasus’s mouth. The action surprised Rainbow, she attempted to lift her head off but was forced down by the enraptured unicorn. Soon the two found a rhythm that Twilight enjoyed, and Rainbow Dash slowly accepted, as pre-cum graced her tongue.

“I’m close, Dash,” Twilight moaned, still using the pegasus’s head.

Upon hearing this, Rainbow recalled that Twilight lets out lots when she cums and struggled to get off, surprised by the strength the unicorn suddenly had.

Twilight let a sigh she came, forcing the spunk to hit the back of Rainbow’s throat. Rather fortunate for the speedster that Twilight’s didn’t try to fully impale her on her cock, but the amount of spunk became too much for her to swallow at once, forcing it up through her nose. She released the cock and began coughing, saliva and cum dripping from her mouth and some of Twilight’s jism trailing from her nostrils.

Twilight shook herself out of her stupor when Dash began coughing. “I’m sorry, Rainbow. It felt really good, and I felt impatient. Are you okay?” she apologized.

“Just... peachy.” Rainbow muttered, wiping some stray strand of cum from her mouth before licking it up. “Pinkie’s right, it does sorta taste like raspberries, grapes with a salty texture.”

Twilight sat there confused by Rainbow Dash’s statement. “So what’s next? You are leading after all,” Rainbow asked, waiting eagerly for the next event.

“Well, you lie back. And I’ll do all the work for a little bit, then you can just do what feels natural at the time, I guess,” Twilight explained. Rainbow nodded, and got comfy on her back as the unicorn strode over between the pegasus’ hind legs, letting her mare-meat rest on the blue mare’s belly.

Rainbow Dash took a deep breath, nervous that Twilight’s cock was going to enter her. “Just take your time; we want this to last right?” she uttered.

“Of course Dashie, I don’t want to hurt you,” she cooed, pressing her lips to the pegasus’. She began prodding Dash’s entrance with her cock, Rainbow’s spittle helping her get the tip inside.

The sudden intrusion caused Rainbow to gasp in pain, making the unicorn stop to let her blue friend get used to her size. The cyan mare opened her eyes and gave Twilight a smile and nodding, letting the purple mare continue.

Twilight sighed in relief that her was okay, but she had to continue. She slowly pushed her needy member deeper into the pegasus, causing her forelimbs to tighten around Twilight’s neck.

Rainbow felt Twilight’s dick fill her, making her gasp and writhe. She looked down to their connection to find that Twilight was nearly hilted inside her, satisfied that she could take all of the purple mare’s meat.

“Are you ready, Dash?” Twilight asked, the pegasus nodded her head. Taking that as her cue, the unicorn took much of her girth out only to shove it back in, forcing a moan from Rainbow Dash. The pegasus’s years of practicing for the Wonderbolts showed well in Twilight’s opinion. The athletic muscles gripped Twilight tightly, flexing and massaging the purple member.

Rainbow buried her head in Twilight’s neck as the purple mare continued to pound into her, moaning into the purple fur, she soon felt Twilight’s own fore-legs wrap around her, holding her as she moved her hips into the pegasus. At that moment the only thing that mattered was Twilight, she felt that if the world could have end at that moment, Twilight would save the day (with Rainbow’s help of course). She nuzzled Twilight deeply, smiling contently, feeling far more pleased then she has ever been in the past.

Twilight noticed the change in Rainbow’ behavior and smiled, stroking her hoof through the rainbow mane as she continued thrusting. The two thoroughly enjoyed their love-making, as if nothing could ruin this moment.

All good things must come to an end as both ponies felt their climaxes coming, Rainbow laid her head back and the two ponies gazed into each other’s eyes, before kissing each other. Their tongues dancing and mingling with each other, as Rainbow’s pussy convulsed around Twilight’s cock, forcing the unicorn to fill the pegasus’ womb.

They broke the kiss and nuzzled each other, lying on the bed as they let sleep take them, Twilight’s cock still pumping sperm into Dash’s slit. The cyan mare had never felt more relaxed or safe in her life.

Rainbow woke up first to the unforgiving sun; she groaned in annoyance as the sunlight nearly blinded her when she had a pleasant reminder, Twilight’s soft member was still lodged in her pussy, a large puddle of fluids can be seen beneath the connection. Rainbow smiled as she recalled last night’s event, brushing Twilight’s mane out of her cute face.

Rainbow got out of bed, grunting in dismay of Twilight’s dick leaving her as she flew downstairs to have breakfast, letting the unicorn rest.

She was greeted by Pinkie, wearing an apron and flipping pancakes. “Hiya Dashie, how was last night, did the underwear work?” she asked.

Rainbow sat down and let out a happy sigh, “it did work, thanks Pinkie,” she uttered, she reached back to find that she was still wearing the collar from last night, blushing madly.

“I take it you enjoyed being Twilight’s pet?” Pinkie giggled, causing the blue mare’s face to heat up.

“No way, I just forgot to take it off. Besides, I rocked Twilight’s world, she was begging me to stop saying ‘oh Rainbow, your pussy is so good, please let me cum inside’, only natural when you’re with me,” she chuckled.

“Funny, I don’t remember us talking too much during that.” Rainbow turned to see Twilight walk in, her member still in sight.

“Well, you were pretty good yourself,” Rainbow uttered, blushing.

“So I’m told. Smells great Pinkie,” Twilight commented, preparing her morning tea.

“Thanks Twily, I’ll be done super quick,” Pinkie replied.

Rainbow Dash smiled as Twilight sipped her tea and Pinkie placed some pancakes in front of her, happy that everything turned out great, all things considering.

“That collar looks so cute on you Dashie! Maybe we can ask Rarity to make you a nice dark blue one with your cutie mark on it, OH, or maybe Twilight’s cutie mark! That would be so adorable,” Pinkie gushed.

“Twilight, get this stupid thing off me!”

Pinkie Pie... Recruiter of the Twi-Harem.

How to Bake a Cup Cake

A sigh escaped Mrs. Cake’s lips. Last night her husband, Carrot Cake and their happy tenant/babysitter/assistant baker, Pinkie Pie, left for the annual baking convention in Las Pegasus. Normally Cup Cake would go with her husband, but Pinkie claimed she had never been to Las Pegasus and wanted to go really badly, especially after hearing how great it was from her friend Rarity. So Mrs. Cake gave up her spot to let Pinkie go. There was a small argument but eventually Pinkie accepted, despite feeling a tad guilty for the chance to enjoy herself while Mrs. Cake stayed in Ponyville.

In order to rectify her conscience, she knew she couldn’t leave Mrs. Cake without any help for the weekend. So Pinkie ran to the library and asked her friend Twilight Sparkle for assistance. Naturally, the magical mare’s first instinct was to help her fellow pony. Twilight accepted happily.

However, Pinkie neglected to mention this to Mrs. Cake, who was rather surprised when she found somepony at the shop an hour before opening. She opened to door to reveal Twilight standing there with a cheerful smile on her face. “Hello Mrs. Cake, I hope I’m not intruding.”

“Not at all, dear. But the store doesn’t open for another hour,” Mrs. Cake said. Confused one of Ponyville’s smartest ponies, and a friend of Pinkie Pie’s, didn’t know when Sugarcube Corner opened.

“Pinkie asked me to come help you while she is in Las Pegasus. I hope you don’t mind,” Twilight replied. She wasn’t sure if forcing her help upon the Cakes was a good idea, especially when Pinkie failed to notify Mrs. Cake about it.

“No It’s fine dear, come on in,” Mrs. Cake said, letting the unicorn inside.The blue mare lead Twilight to a table and went to get some danishes she made earlier for breakfast, which Twilight thanked her for.

“I have to ask Twilight, can you bake?” Mrs. Cake asked trying to be cordial. She wanted to know if the unicorn could do other than the register.

“I don’t really know too much. I read a few books on the subject, but I think I could at least help out in the kitchen,” Twilight said.

“I see, then for the next few days, I’d like you to take care of the front while I’m in the back,” The blue earth pony stated. Twilight scrunched her face a little but nodded. “Thank you by the way, dear. I wasn’t expecting help to come by so this is a delightful surprise.”

“Well then I’ll try not to disappoint you, Mrs. Cake,” Twilight remarked as the two mares begun to prepare for the rest of the day.

The day went on just as Mrs. Cake predicted: breakfast and lunch were hectic affairs but it was nearly dead the rest of the day. Twilight was indeed a great help, managing orders while levitating various boxes of pastries and plates of baked goods around to hungry customers.

Upon hearing the telltale signs that her children were cranky, Mrs. Cake ran upstairs to take care of the twins while her unicorn helper kept an eye on things downstairs. When she returned, she found Twilight chatting with a black unicorn mare, her red mane fell before her eyes as they chatted, only to watch her nudge it away. It was obvious to Mrs. Cake that she was flirting with Twilight. The pudgy baker didn’t pay too much attention to it until she gazed back into the room to find Twilight taking orders from a new customer again, but the librarian seemed distracted.

Mrs. Cake took a quick glance out to find the mare Twilight had been talking to underneath the counter, her mouth stuffed with a cock connected to Twilight’s crotch. The baker was going to confront the two when something didn’t add up. ’Twilight is a mare, why does she have a…’ She took another glance to find the purple unicorn ejaculating seed directly into the blue unicorn’s mouth; the silver-mane pony swallowed Twilight’s spunk with glee.

Mrs. Cake watched in a mixture of shock, confusion, and awe that something like this could happen. And, in the lobby of all places: where ponies come and go. She watched as the member withdrew from the blue unicorn’s mouth. Even though it was limp, it maintained a rather impressive size: thicker than Carrot, but not quite as long.

The mystery unicorn wiped her face and licked the cum from her fur. Then she walked out the door waving to Twilight, thanking her for the ‘meal’. Twilight merely resumed working, muttering angrily as she stood behind the counter, trying to find the best way to hide her cock from everypony.

Mrs. Cake’s mind stopped for a moment to let her absorb the fact that Twilight had a dick, and some random unicorn mare just walked in and sucked her off in the store. ’What is going on today? Why does Twilight have a dick? Who was that mare and why did she  suck Twilight off?’ The baker’s brain was having difficulty trying to put this all together.

Next, a female griffon walked in. She also flirted with the magical mare, but much to Mrs. Cake’s dismay, Twilight took the order, whispering something into the griffon’s ear. The customer nodded in confirmation, walking out the door with a box full of cupcakes. Mrs. Cake anticipated seeing her assistant get fallatiated all over again. Hopefully it was only a matter of time.

Mrs. Cake attempted to work as normal the rest of the day, trying to forget the fact that Twilight had a penis, yet her thoughts lingered on the blowjob Twilight received earlier. The way the blue mare teased the purple member. How Twilight would slowly thrust her haunches forward, forcing the guest unicorn to take more of her dick. She subconsciously licked her lips when she called how the blue mare would attempt to swallow Twilight’ seed as it entered her mouth. The constant distractions nearly burned a few batches of cupcakes and muffins.

At long last, it was closing time. Mrs. Cake brought out a small tray of cupcakes to celebrate a job well done which Twilight accepted graciously, her horn glowing faintly.

“Thank you, Mrs. Cake. I’ll see you tomorrow,” Twilight said hastily. She placed the small box on her back and trotted out the door, leaving the blue mare alone to her thoughts.

After tucking in Pound and Pumpkin into bed, she went to as well bed. She missed Carrot Cake, and maybe she should have gone with him, but it was a little too late for regrets now.. Her thoughts drifted back to earlier. The blue unicorn with the silver mane and green eyes. The way she took a mare’s penis during store hours. That brought her back to the perpetrator of the act, Twilight; supposedly, a mare that was hung like some of the most well endowed earth ponies she had ever met.

Her hoof trailed down her body to sate a growing urge; one she was intimately familiar with, but had not felt since the twins were born. Her forehoof ran circles around her nipple, quivering from the touch. She pretended it was her loving husband He always knew how to please her. Her other hoof also descended between her thighs, nudging her folds open and sliding across tender flesh.

She gasped from the contact, eyes closed tightly as her imagination ran wild, creating her husband between her legs. Lovingly attending to her stiffening nipples and licking her soaking snatch. Letting out a squeal of pleasure, she opened her eyes and looked down. A pony was there, just not her husband. Rather, it was Twilight Sparkle. The unicorn planted a sloppy kiss on Cup Cake’s clit before taking up where Mr. Cake had left off, somehow doing an even better job. Mrs. cake roiled in ecstasy, she could feel herself coming to climax. What a good assistant that Ms. Sparkle was. Excellent at paying attention to details, like gently nibbling the earth pony’s labia as she pulled her snout in and out of the baker’s “oven.” Weird, after all these years Mrs. Cake never had any fantasies like that about Pinkie. She moaned hard as her faithful assistant‘s tongue brought her to a well earned orgasm. Her eyes shot wide open when she realised what she had done. She just replaced her husband with Twilight in her own imagination, she curled up in her bed, slightly relieved but rather disappointed in herself for betraying Carrot.

The next morning, Mrs. Cake walked down the stairs, pink mane put back in order despite the ‘mis-adventure’ last night. A knock at the door made her aware Twilight had returned to help again today.

Opening the door, she found Twilight in a sour mood. She wasn’t as thrilled to be there, as she had been yesterday, attempting to avoid eye contact with the blue earth pony. “G-g-good morning, Mrs. Cake,” Twilight said, making a beeline towards the register.

“Is everything alright, dear?” Mrs. Cake asked.

“Everything is fine. Why wouldn’t be?” Twilight uttered, giving the blue mare an awkward smile.

“Well if you’re not feeling all right, I can close the store for the day. You’ve been a great help so far, dear.“

“No, I promised Pinkie, and intend to live up to that promise. Besides, you’ll be in the kitchen while I’m going to be by the register,” Twilight retorted, still avoiding her temporary employer’s gaze

Mrs. Cake gave Twilight  a confused look before strolling into the kitchen, unaware that the unicorn’s eyes found her rump during her short journey.

The morning proceeded, relations strained between Twilight and Mrs. Cake, which caused more than a few customers to stare at the pair before leaving with their order.

While the blue baker was finishing up a batch of muffins, she dropped a wooden spoon underneath the table. With a annoyed huff she went down to get it. Twilight, confused as to why it was taking Mrs. Cake so long to bring the latest order out, went to investigate. She walked into a kitchen only to see a large blue rump staring back at her, taunting her with its plush exterior and possible hidden muscles.

Mrs. Cake managed to nudge the spoon back into her grasp with a hoof placing it on the table. Returning from under the counter she could see Twilight staring at her, mouth agape, face completely red. She was confused until the blue mare realized that she probably flashed the unicorn while fetching the spoon.

“I-I’ll just grab the order, sorry to bother you Mrs. Cake,” Twilight said, levitating a tray of cupcakes and packaging them quickly.

A deep blush filled Mrs. Cake’s face. Fixing her apron she went back to work, her thoughts fixated on the lusty expression Twilight had given her a moment ago.

The lunch crowd died down as Mrs. Cake brought out two chocolate-chip muffins. “I… thought you might like this… as a thank you, of course.”

“Oh… uh, thank you,” Twilight stammered, accepting the muffin. The two gazed around the deserted store. Hopefully due to the time and not because they had been made uncomfortable by Twilight’s unusual behavior.

“So, who was that blue mare yesterday?” Mrs. Cake asked. The question itself startled Twilight, her piece of muffin getting into an uncomfortable position in her throat.

She managed to dislodge it after a few forceful coughs. “She is... a friend, why?” Twilight replied, worried that the baker may have saw something.

“Just a friend?” Mrs. Cake said curiously.

“Yup, just a friend.” Twilight retorted, quickly drinking a glass of water.

“Well then… do you have a marefriend? I think you and Pinkie look adorable,” Mrs. Cake said to break the silence.

“Actually I’m dating a pegasus named Daring, but I always try to make room for my friends between her and my studies,” Twilight replied. “Why do you ask?”

“Just curious,” Mrs. Cake remarked, biting into her confection.

“Um… How’s Mr. Cake?” Twilight asked.

“He’s wonderful, dear,” Mrs. Cake answered, automatically.

The two sat silently in the empty room, until Twilight let out a forced cough. “Well, I’ll be heading home now, seeing as you probably won’t be getting any more customers for a while,” She said, wiping her mouth with a napkin.

“Hold on, maybe I can teach you a few things about baking?” Mrs. Cake called out, nearly pleading.

Twilight stopped in her tracks and thought about it. “You’re right, and I promised Pinkie. What could happen anyways?” Twilight chuckled awkwardly.

Mrs. Cake felt a strange wave of relief course through her being as Twilight turned around. “Now what to make, how about we settle with a simple cherry pie?”  Mrs. Cake suggested, forcing herself to be cordial.

“Sure, sounds good,” Twilight replied, following Mrs. Cake into the kitchen.

After the two washed their hooves, they went straight to adding ingredients, a relatively easy part considering Twilight loved to read but never really had much success baking before. Spells and incantations were one thing, but if she could make something edible come out of the oven; well, that was true magic. Next came the spreading, Mrs. Cake noticed Twilight wasn’t putting enough pressure on the dough with her hooves. “You need to put a bit more strength into it, dear.” She said, from beside the librarian.

“Like this?” Twilight asked, trying a bit harder.

Mrs. Cake frowned, “Close, but let me help you.” Placing her hooves on top of Twilight’s, she forced the dough to spread gently massaging both it and the tops of Twilight’s hooves. The purple mare blushed the entire time, while Mrs. Cake was mostly oblivious to the exchange.

“There we go, just like that,” She said confidently. She glanced upwards realizing by Twilight’s facial expression that not only was she fornicating with the unicorn’s hooves but also that her hips were caressing her student’s, causing a mutual heat to rise between them. “Well, I think that’s enough kneading, let’s get to the next step shall we?” She recommended. Twilight agreed completely.

After that misconception, Twilight departed to deal with a few straggling customers, leaving Mrs. Cake alone in the kitchen. ’Keep it together Cup, you are acting like a shy school filly. You can get some action the moment Carrot comes home from Las Pegasus. Just show him how much you miss him,’

Mrs. Cake was interrupted by the oven timer. She took the pie out to let it cool on the counter. ’So what if you feel a little frisky watching the town librarian get her rocks off at the register yesterday. She tried to lie to herself, but she knew she could only bury the truth so far: the first orgasm in 9 months and she had been thinking about Twilight, not Carrot Cake.Even now she squeezed her hindquarters together hearing Twilight’s voice coming from the storefront.

She checked the pie, cooled to the perfect temperature and releasing its sweet scent throughout the room.

“Wow that smells great, Mrs. Cake,” Twilight commented, entering the kitchen,

The unicorn startled the baker, causing the pie to falter and land on Twilight’s head, coating her with pie crumbs and cherry juice.

“Oh my, I’m sorry Twilight. Let me help you clean up,” Mrs. Cake gasped, looking for a cloth. Twilight shook her head lightly, causing the tin to fall and used her magic to rid herself of the desert.

By the time Mrs. Cake came by with a cloth, the unicorn was already clean. “No need Mrs. Cake, I got it all,” Twilight said admonishing her for the effort.

The baker looked up finding a lone cherry skewered on Twilight’s horn. Delicious. Licking her lips she strutted across the room. “You… missed a spot, dear,” Mrs. Cake uttered, mesmerized by the fruit.

“I did? Where?” Twilight asked, checking her front, her hooves, and her mane.

“Right…” Mrs. Cake leaned forward and slurped the cherry from Twilight’s horn. The action caused Twilight to shake from the sudden contact. “There,” Mrs. Cake finished, savouring the delectable.

Twilight stared dumbfounded. She felt her last wall of resistance fall, lust overcoming her. Tackling the blue mare to the ground, she forced a deep kiss upon her.  A kiss Mrs. Cake was more than willing to accept at this point.

“I’m sorry Mrs. Cake, you’re just…” Twilight finished her sentence by lunging forward to capture the older mare’s lips.

Mrs. Cake’s inhibitions were thrown away letting a primal lust take hold. She’d make it up to Mr. Cake later, but right now, she wanted a piece of Twilight. She noticed that Twilight’s horn glowed once more, realizing that the unicorn must have put the closed sign up at the front, so no customers would walk in on them.

Twilight began to trail her nibbles and licks down toward Mrs. Cake’s crotch, never lingering on a single spot for long. The unicorn lapped at the baker’s teats, rubbing one of the perky nipples gently with her hoof while tongue and teeth played with the other, forcing Mrs. Cake to emit a series of moans.

Cup’s hooves held onto Twilight’s head as she felt jolts of pleasure course through her spine. The feeling nearly made the baker jealous of Twilight’s marefriend had she not already been enjoying the benefits of the magical mare’s prowess. She let out a scream as the unicorn’s tongue teased her clitoris, gliding along the lips of her opening.

The unicorn lapped up the juices that leaked from Cup’s pussy, savouring the taste. Eager for more, she parted the blue mare’s labia with her tongue, diving deep into the mare. The librarian darted her tongue in and out leaving only to tickle the baker’s swollen nub before going back in.

Twilight felt Mrs. Cake’s vagina clamp down around her tongue, but after all the practice the unicorn had been receiving lately she deftly maneuvered around the tight inner walls, finding the one spot that would make the blue pony melt at her touch.

Cup withdrew a hoof and muzzled herself with it, trying hard to keep from screaming aloud as her orgasm came, coating her partner’s face in her fluids. Twilight stood up, panting hard as her hard dick was ready to stuff the mare.

Twilight crawled over the mare and looked her deep in the eyes, before forcing her onto her belly, sandwiching her dick between Mrs. Cake’s buttcheeks.

The librarian was right, hiding within the plush texture were strong muscles that flexed around her needy shaft, her rod sliding through blue cheeks.

Mrs. Cake turned her head just to see Twilight thrust into the blue flesh, not penetrating any holes, just enjoying the sensation of the strong, soft flesh that nearly encompassed the purple girth. “Please, I need that in me,” Cup whimpered. Twilight nodded, accepting the invitation by scooting back and letting her length poke the blue mare’s needy slit.

Mrs. Cake put her hoof back in as she felt her folds separated by Twilight’s cock, filling her as nicely as her husband had in the past. Twilight clenched her teeth as the tightness that was Mrs. Cake proceeded to milk her cock. The mare had twins but felt tighter than Rainbow Dash or Trixie, slowly feeding her cock into the hot tunnels of the baker, thighs humping against the blue butt.

Twilight’s hooves massaged the rump of her temporary employer while she bucked her hips, biting her bottom lip as the tight inner walls tightened and constricted around her dick while the baker moaned into the floorboards.

Cup’s moans soon became praises to Celestia or Luna as Twilight picked up speed, the sound of purple flesh slapping against a blue hide echoes throughout the bakery.

The librarian resisted the urge to cum inside the mare as the blue mare’s pussy had her in a death grip of bountiful flesh. Her pace didn’t slow but only served to escalate the baker’s own pleasure.

“Uhf, Uhf, harder. Pound me,” Cup pleaded, looking up to Twilight from the corner of her eye. Mrs. Cake’s plea did not fall on deaf ears as Twilight arched over the mare and rutted her like a wild animal, stringing the blue mare into her orgasm.

This time Twilight couldn’t hold back, she hilted herself in the blue mare and flooding womb with her spunk, some of it slipping through the sides and onto the floor to mix with Cup Cake’s juices.

Twilight stood back onto her hooves to gaze longingly at the panting blue mare. She fell back onto her rump and began to work her hooves into the blue mare’s flanks, similar to how she had done before with the pie dough.

Mrs. Cake gasped and moaned at the change, feeling the purple unicorn’s hooves split her butt cheeks apart every so often. Soon enough however, Twilight slid her cock back into the comfortable warmth of Mrs. Cake’s rump, kneading the flesh as she worked her shaft between the blue flesh.

Twilight pulled her cock out from between Mrs. Cake’s buttcheeks and positioned her head near it, her tongue poked the dark blue star hiding between Cup’s flanks.

Mrs. Cake turned her head in concern. She had never attempted anal before. The blue mare took a deep breathe as Twilight took some of the fluids from her pussy and worked it into her tight backdoor.

Twilight returned to hot dogging her cock in Mrs. Cake’s rear, at first met with resistance, it began to give away, but kept herself from full insertion. “I’m going back in again,” She warned, her cock head poking at the optional hole she wants to use.

Cup turned back and nodded slowly, “Just… be gentle,” she said preparing herself as Twilight slowly began to press at the puckered hole.

It took some time, but soon Twilight broke through, causing the baker to let out a sharp gasp, biting her lip as more of the maremeat entered her colon.

Twilight slowly began to thrust once again, each thrust forcing a bit more of her cock into the very tight hole, it felt constricting, almost uncomfortable if it weren’t for the fact that Mrs. Cake was enjoying it, and that’s what really mattered to Twilight now.

Bucking her hips, she continued to ride the blue mare, remaining deep in her butt. “Sweet Celestia, you’re so tight here,” Twilight moaned, trying to speed up despite the protests made by Cup’s anus.

“Please, just pound, me. Stuff me with you cream,” Cup screamed, Twilight smiled, as it became easier to move. She soon jackhammered into Mrs. Cake at a brisk pace, making the blue mare praise the princesses once again.

“Carrot!” Mrs. Cake cried as the two came together, as Twilight’s filled Cup Cake with her seed. The unicorn pulled out, letting the last few tethers of semen land on Cup’s backside. She stood up and admired her work, Mrs. Cake fading in and out of consciousness.Twilight walked over and levitated the blue mare to the Cake’s Bedroom.

After removing the now soaking apron that Mrs. Cake wore, Twilight placed it in a laundry hamper and put the earth pony under her covers. Twilight caressed the exhausted mare’s head with her hoof and planted a kiss on her cheek before returning to her post downstairs.

“… And that’s why you shouldn’t worry about other stallions trying to take Mrs. Cake,” Pinkie exclaimed happily, bouncing on one of the two beds in the room.

Mr. Cake stared at her in confusion unsure what to say to the hyperactive pony.

“Besides it’s not like Twilight could get Mrs. Cake pregnant, she shoots blanks. And I’m sure Mrs. Cake would love to have you back in bed the moment you come back,” Pinkie smiled.

“Uhh, Pinkie? Why did you tell me any of this? And why does your friend Twilight have a dick in your story?” Carrot asked.

“She had a spell for it,” Pinkie stated automatically, quickly regretting trying to calm Carrot down after him being worried about his sweet Cup Cake being taken by some of the stallions that he caught staring at her flanks.

Hanging out with Fire-Trixie 2.0

[Tags: Voyeurism, F/Futa, Vaginal, Masturbation][F/Futa, Oral, Vaginal, minor Anal, Breast-play, cunnilingus, fingering]

There were five things that Twilight missed most from the human world: the human versions of her best friends. It has been many months since Twilight left those friends behind to return to Equestria, and during that time, the purple alicorn did what she could to research the mirror that brought her to that world in the first place. She learned that the portal was… shockingly convenient, open for thirty moons and closed for thirty more.

With this knowledge in mind, Twilight went to the mirror to check its status. Based on her research and what Princess Celestia has told her, the mirror will remain open for a week; plenty of time to just visit with her human friends and learn more about the world beyond the high school she had to attend.

Just as she was about to embark, she realized that nopony would know where she was going. She began her search for a quill and parchment.

Dear friends, family, and mates.

I wrote this note to let you all know that I will be in the human world for a few days. Spike is in charge of the library while I am away. I would like Gilda to keep an eye on Pinkie and make sure she doesn’t enter my room while I am gone (I do not wish to walk into a room full of Jell-O again), and to keep her from enticing ponies into seeking me out to have sex with me (You are lucky that Caramel is gay, Pinkie!).

As well, if Zecora doesn’t see this at the time it was first found; I would like somepony to retrieve my medicine from her. It would be appreciated.

~Love

Twilight Sparkle.

Crisis Averted. Twilight placed her letter on the guest bed of her room; she stopped to ponder whether or not anyone would see her letter on the bed. She then placed the letter on the desk, clearly the better location for the letter. Smiling, she turned and walked out the door, heading down the hallway and towards the room with the mirror.

“Princess Sparkle, how are you this day?” Twilight turned to see Lieutenant Flash Sentry trotting up next to her.

“I’m doing rather well, Sir Sentry. How is the patrol?” The purple princess asked. Flash Sentry has proven to be a nice pony to chat with, though it appeared that the guard had a knack for going out of his way just to meet with Twilight when he isn’t doing his job; a trait that has annoyed many members of Twilight’s Harem, even Pinkie Pie.

“It’s rather boring this evening, Milady. May I ask what you are up to?” Flash replied.

“I’m planning on entering the human world to visit the friends I made there.”

Flash Sentry stopped when he heard this. “Wait, you are going to that other world? Does Princess Cadance or Prince Shining Armor know this?”

“Nope, but I left a note in my room to notify them about what I’m doing. I’m just visiting and they have a kingdom to rule, I don’t want to trouble them while they work,” Twilight said.

“Would you need an escort? I know you have gone there once, but what if something happens? Sunset Shimmer is still in that world after all,” Flash uttered.

“I’ll be fine, the Crystal Kingdom needs you more than me,” Twilight assured, opening the door into the storage room.

“Very well, Milady. Do you wish for me to alert the Prince or Princess when they become free?” Flash Sentry inquired.

“That would be nice, also tell them about the letter in my room, okay?”

Flash Sentry bowed to the lavender princess. “But of course, Milady.” He turned and left the alicorn alone to relay the news to his superiors.

Twilight smiled and stepped forward towards the mirror, and entered the other world.

Twilight’s eyes fluttered open as she sat on the hard pavement, before the statue that stood outside the school. Hoping to remember how her new body worked, the purple ma-girl slowly stood on her hind legs, leaning on her new heels. She took a look at her new fore-limbs, flexing the digits that extended from the palm.

The lilac skin girl smiled as she turned to the large castle-like school before her and walked forward, joy filling her heart as she took each step closer to the front doors, stretching her foreign limb towards the door handle and began to pull.

The door refused to open for Twilight. Confused, the lilac girl took a step back and contemplated the situation. ’The school is closed? Is the time here different from Equestria’s?’ she thought. The schools in Equestria were still in session when she decided to visit, so the prospect of school being out now took her by surprise.

It was at this time that Twilight realised that she was lost; she never truly ventured beyond the school grounds, and the fact she would have to try and search for her friends in a world she had very little knowledge of became daunting.

The beginning of every adventure started with one step and Twilight has dealt with worse problems in her life, finding her way through a world foreign to her shouldn’t prove to be too great a problem for her to solve.

Sunset Shimmer was bored. She had been walking around town, looking for something to do. Her new friends all had things to do, and she was recently cut from her part-time job due to lack of things to do.

Going to an arcade was pointless without trying to prove that she was better than Rainbow Dash at Skullgirls (the score so far was three to four in Dash’s favor). Sunset gave a soft smile as her friends came to mind, all thanks to that Goodie Two-Shoes Princess that stopped her from taking over Equestria. She remembered how she and those idiots, Snips and Snails, went to rebuild the gym wall, brick by brick, then Twilight’s friends later came to help her out. Ever since then, they began to hang out more and soon the new six were inseparable friends.

The sound of a car horn screeching shook her from her thoughts; she turned her head to the disturbance to see a familiar figure running across the street, as cars just stop randomly and random people yelling at her. The purple girl kept muttering apologies as she continued to run and trip her way to the other side of the street.

Sunset’s jaw dropped as the girl slowly got up and dusted herself off, scared of the ordeal she just put herself through. The purple skirt, light blue blouse, the straight hair; it was definitely Twilight Sparkle.

Twilight was clearly confused by her recent ordeal as she staggered on her feet, the sudden feeling of someone’s hand on her shoulder caused her to jump and swing her backpack to the offender with her eyes closed. The scholar opened her eyes slowly to find that she just nailed Sunset Shimmer in the head with an empty backpack. The yellow gal in question was not amused by this reaction.

“Sunset! I’m sorry I didn’t know it was you,” Twilight stammered. She quickly removed her backpack from Sunset’s face and made an awkward giggle.

“Nice to see you again, but what’s with all the commotion?” Sunset questioned, quickly fixing her hair.

“I came back to see how the girls were doing, but the school was closed. So I thought I’d try to find one of them, but this whole place is completely nuts!” Twilight screamed. “The metal carriages that have that really annoying sound to them, I’ve been wandering for what I believe to be a few hours, but this whole place is crazy with its streets. Why does this place appear like a small community but happens to be larger than Canterlot?” She grasped Sunset’s arms and shook her former adversary.

“it’s how humans work, they like to control things, and have their students take two months off for the summer, have big cities and cars to help them move around them.” Sunset shrugged, trying to ignore what she assumed to be Twilight’s second culture shock.

“At least I finally found someone that can help me,” Twilight said, appearing hopeful. “That is if you’re not too busy.”

At first, Sunset was about to turn her down, but she realized that she finally had someone to hang out with since everyone else is out doing their own thing for Summer Vacation. The girls have said many nice things about the princess before, especially during the first month of their blooming friendship; so why not give her a chance? “I guess I can do that, but let’s go grab something to eat, I’m famished.”

“Alright, lead the way.” Twilight smiled, following the fire-haired girl down the street. “By the way, do you know where the girls are?”

Sunset smirked and rolled her eyes, she knew that question would come up sometime. “Applejack went to her family farm for the summer, Rainbow Dash went to some sports camp out of town, Rarity went to Paris and took Fluttershy with her, and Pinkie has a part time job at the mall as an waitress.”

“I see, it shouldn’t be too hard to get to them then, right?” Twilight asked.

“Neither of us can drive so it’ll be a good 8 hour run to Rainbow Dash’s camp and I heard it’s a 5 hour drive by car to Applejack’s farm; and Paris is way too far away.”

Twilight’s curious smile faded as she realized she won’t be able to see most of her friends, but at least she had Pinkie, and now Sunset Shimmer. “As soon as we find Pinkie, the three of us can hang out, if you want.”

“She is probably still working, but we can go visit her at the mall and grab a bite while we’re there.” Sunset said. The two girls smiled as they continued their walk.

Twilight stared in awe of what Sunset had called a ‘mall’, it looked like a castle… made out of shops and vendors. There were stairs that moved by themselves, taking people to upper or lower floors, various things that the stores had that Twilight had never seen before, a glass roof that let the sun shine down upon the smiling guests within this ‘mall’, it even had fountains that stretched through the middle of the hallways and in the lobby. This place could only exist with the help of magic.

“Earth to Twilight, you there?” Sunset asked, waving her hand in front of the violet girls’ face.

Twilight snapped out of it and turned to her new friend. “This place looks amazing, I’ve never seen anything like it,” she gushed.

Sunset rolled her eyes, and took Twilight’s hand. “Well, we still need to find Pinkie so let’s go.” She began to lead Twilight through the crowd of people that stood or walked between them and Pinkie’s place of employment.

Twilight followed reluctantly but continued to look around the area, trying her best to also take notice of the various people that bumped into her and Sunset.

The sound of happy music, bells, and various other noises took Twilight’s attention when the two passed a place with various machines within it that had flashing screens and children cheering. Sunset noticed this and became a bit peeved by the princess’ curiosity. She turned her head to the magical place and smiled, “I should have known the Arcade would grab your attention. I guess Pinkie could wait, she’s still probably working.” Twilight’s smile grew as the two wandered into the venue.

The two travelled around the arcade, most of the time it was Sunset watching Twilight fiddle around with the controls of several cabinets, but they soon came across a machine that she and her friends had shed tears, and sweat over: The Skullgirls Arcade Cabinet. “Let me show you something Twilight, and then we can have a game.”

Twilight stopped playing around with the game next to it and walked over to see what the yellow-skinned girl was doing.

Sunset slid a few silver-like coins into the machine and it suddenly changed to a screen with nine small blocks and two stands on each side. She flicked the knob over to select a strange cat-like girl to which the machine called ‘Ms. Fortune’, a moment later and Sunset was playing against a character that looked like a nurse of sorts, labelled ‘Valentine’. The battle raged between the cat burglar (as Twilight later learned) and the ninja nurse, until finally Valentine fell to the ground and Ms. Fortune rolling onto her back to playing with her head as if it were a ball of yarn.

“Wanna try?” Sunset offered. Twilight looked back to the screen and nodded. She took control of the secondary set of controls and selected a small girl with sharp teeth called ‘Peacock’ and  the battle began.

The two laughed as they approached a confectionary store called Sugarcube Corner, the matches they had ended horribly for the inexperienced Twilight, losing 9 times in a row to Sunset and her deadly feline; nonetheless it was still a fun experience for the princess.

They entered the shop, ordered their food from the familiar blue woman with pink swirly hair and sat down to await their order. Sunset was bombarded with questions about the mall itself, the game she schooled Twilight at, and how she was doing since Twilight left.

While they waited, Twilight learned that Sunset and the others have graduated from high school and will be attending college together next year, they still try to stick together when they can but the plans they had for the summer conflicted with it. Rarity and Fluttershy claim to return from Paris by Mid-August, Rainbow Dash will be done camp in a week, and Applejack will be returning for a few days when Rainbow is done camp; all of which happens while the mirror is closed and Twilight would have to return to her duties as a Princess. This new information caused Twilight to let out a groan, unaware of the waitress that nearly dropped her food.

“Oh my gosh, Twilight! You’re back!” The waitress exclaimed, Twilight turned to only have her head wedged in between the mammaries of her waitress, and based on the voice… it was Pinkie’s breasts her head was forced into.

“Oh I missed you and so does everyone else. You should have told us you were coming; I woulda thrown a party for you,” Pinkie exclaimed, finally releasing Twilight, she turned to see Sunset giving the pink girl an awkward wave. “Oh hey Sunny, I thought you worked today?”

“They cut me for the day, I’m back tomorrow evening though.”

Before Twilight could greet the waitress, Pinkie checked her watch and her smile grew. “Oh boy, break! I’ll be back in a second.” With that said, Pinkie dashed off; leaving Sunset and Twilight there with their food.

“That’s convenient,” Twilight uttered, turning her attention to her soda and Danish. Sunset rolled her eyes, as she adapted to Pinkie’s shenanigans during Spring Break.

While the two girls ate, Sunset’s eyes slowly drifted to the left to see Pinkie with a straw. It almost looked like she was going to shoot someone with a spitball. The former-evil doer’s eyes went wide as time slowed down for her, watching the wad of paper fly forward and nicked Twilight’s nose; the action surprised the princess and spilled her drink on her blouse.

“What the hay? I’m sorry, Sunset, please excuse me,” Twilight said, shooting her friend an apologetic look before searching for a restroom.

Sunset turned back to where Pinkie was and she was gone. “Why did she?” She muttered to herself. She decided to wait for her friend.

Ten minutes have passed and with curiosity becoming heavy on her mind, Sunset got up and walked to the bathrooms, not only to check on Twilight but to find out why Pinkie shot a spitball at the purple girl in the first place.

Stepping into the sterile white room, she was puzzled as to why Twilight wasn’t here. She turned to the stalls and slowly dropped to her knees, and checked underneath the stall doors. She found spotted Twilight’s purple boots in the end stall, but what was more concerning was that Pinkie was also in the stall.

Sunset slipped into the stall next to them quietly, and tried to peek underneath it. The girls were face to face, with Pinkie sitting on Twilight’s lap. While Pinkie’s top was gone, Twilight’s blouse was open enough to allow her small breasts to rub against Pinkie’s larger bust. The pink girl was smiling as she slowly moved atop Twilight’s lap.

“Come on Twi, you had any idea how much we missed you? I know me and Dashie missed you a whole bunch,” Pinkie whispered, leaning in to trace her tongue along Twilight’s cheek.

“But Pinkie…”

Pinkie interrupted the lilac girl with a finger. “Shhh, don’t worry, Twily. Let me do all the work, and relax.” Pinkie’s tone was dripping with lust as her hips began to move on top of Twilight’s lap.

From her current position, Sunset couldn’t see what Pinkie was doing exactly to Twilight; it only hinted that the pink girl was riding the otherworld princess.

“Do I feel good Twilight? My tight pussy milking your girlcock for all its special cream, don’t you just love it?” Pinkie cooed, placing one of Twilight’s hands on her breast. “I know you missed these, don’t you? I heard ponies have crotch breasts and are usually just shallow mounds, but humans have nice big breasts, made for fucking big dick princesses; don’t you agree, Twily?”

Sunset scrunched her face in confusion. ’Girlcock? Would that mean that Twilight has a…” the thought abruptly ended as Sunset quickly fell to the ground to see if she can find Twilight’s dick. Sadly it was hidden by the toilet bowl and the two girl’s skirts.

Sunset blushed harder, her right hand was tracing her pussy through her panties with her left went under the shirt to play with her breasts. She tried to keep a stable position to allow her to see Pinkie ride Twilight, while also masturbate to her two friends.

“Too bad Sunset isn’t here with us, we could do that thing that me and Fluttershy did for you before you left. Pressing our breasts together around your royal dick and teased it with our tongues while you titty-fucked us. You would love to have that happen again, wouldn’t you? I can feel you getting harder inside me,” Pinkie teased, slowing her pace enough that Twilight began to squirm.

“Pinkie…”

“Now now, Twilight. It’s almost been a year since you left us to be a princess in your world, and I want my fill, I bet you give the pony me so much filling every night.”

Twilight’s face burned a deeper shade of red when Pinkie said that. The princess placed both hands on the pink girl’s butt and attempted to take control. “The pony you also likes it when I take control,” Twilight muttered; she smiled as she forced Pinkie to speed up, catching her by surprise.

Sunset’s fingers probed deeper into her core; watching Twilight turn the tables on the pink waitress. Pinkie hugged Twilight’s head tightly while she rode, biting her lip to keep herself from screaming from her orgasm.

Sunset felt her fingers become moist with her juices, rapidly trying to get herself off. Her fingers attacked her spot relentlessly while her thumb teased her clitoris, her other hand began to maul her breasts, listening to Pinkie try to assert herself, by goading Twilight into fucking her harder.

Sunset’s orgasm struck, nearly forcing her jaw to nearly pierce the skin of her lower lip as pleasure took over her senses. The former evil-doer slowly stepped out of the bathroom stall and left, only to feel an odd wave of envy when she heard Pinkie fail to surpass a scream and the sound of some thick liquid fitting the floor.

Sunset Shimmer sat at her table, readjusting her panties due to the awkward wetness that coated them. She turned to see a ragged Twilight walk over to her. “Sorry it took so long, the… stain was being stubborn,” She laughed awkwardly.

“Don’t… Don’t worry about it, Twilight. When we get to my place, I’ll let you borrow some of my clothes while those get washed.” Sunset said, standing up to leave.

Pinkie soon came back, fully clothed and skipping over. “Mr. Cake asked me to take my break later, sorry girls. Maybe I’ll see you girls later. Nice seeing you Twilight, hope you cum back soon. “

Both girls blushed hard as they turned to leave, but Sunset was pulled back for a moment. “Twilight LOVES to get sucked off while you titty-fuck her; good luck Sunny!” Pinkie whispered, pushing Sunset forward out the door. The yellow girl turned around to find that Pinkie was back to work, helping customers, and shrugged. Part of her wished that Pinkie’s tip wasn’t possible foreshadowing, the other part of her was still replaying the events of Pinkie riding Twilight in the bathroom.

Sunset opened the door into her apartment, leading Twilight to her small living room. “Give me a moment to find something for you,” She said. Twilight gave her a quiet nod and let her new friend leave. The princess looked around the room in confusion, the apartment was small, with a single bookshelf; two of the shelves had books while the other two shelves had small picture frames and other knick-knacks. A decent sized black screen in the corner, below it was a shelf that had very skinny books. Opposite to it was a similar screen on a desk, before it was a small board with various buttons with letters and numbers on it; Twilight frowned that the letters were not in alphabetical order, but it didn’t appear to be able to rearrange it back into their correct order.

She touched the small orb like thing on a pad near the lettered board and the screen came to life, showing her a picture of Sunset and her friends, and several icons on the side of the screen. She found that moving the strange orb, also moved the arrow that was on the screen.

Feeling curious, Twilight wheeled the arrow over to a picture of a folder that read ‘Sunset’s Stuff’. Twilight hesitated and wasn’t sure if pressing the left button on the orb would invade Sunset’s privacy; she just became friends with Sunset, she didn’t want to betray her trust, and possibly cause her to try and take this world and Equestria over again… but she was curious about her friend, maybe she can find an interest the two girls shared and they can bond over that.

The screen was filled with various girls with dicks attached, fucking other girls, not something Twilight expected. She heard Sunset’s footsteps and tried to figure out how to get rid of the pictures, “whatcha doing Twilight?” Twilight spun around to see Sunset giving her a questioning look, holding a few clothes in her arms.

“Nothing, I’m not doing a single thing that could make you hate me and become evil again.”

Sunset, tossed the clothes to Twilight and pushed her out of the way to find that Twilight had seen her pictures. “I’m sorry, Sunset. I just thought I could find something we can chat about, I didn’t think it would be this… personal.”

Sunset calmly closed the pictures, and turned to face Twilight. “Yea… Pinkie and Rainbow Dash did the same thing but instead of being all worried that they hurt my feelings, they just teased me and e-mailed me more pictures. It’s fine Twilight.”

Despite Sunset just shrugging off the fact that Twilight saw something she wasn’t meant to see, the lavender girl still felt guilty about it. “Are you sure? I did invade your privacy and saw… those things.”

“I heard you and Pinkie fucking in a bathroom, I think this makes us even.” Sunset said in monotone, walking into the kitchen to grab drinks.

Twilight stood there aghast, her face became beet red from hearing that. “You… what?”

“You were taking a while to clean up so I walked into the bathroom to find out what was keeping you, and I heard you and Pinkie having sex in the bathroom. From what she said, she isn’t the only one?”

Twilight rubbed her arm, “I might have done some stuff with Rainbow Dash, in a locker room when we were told to hit the showers.”

“Pinkie said you had sex with Fluttershy, someone who would probably freak out if she saw something naked,” Sunset pointed out.

“Oh right… we were experimenting?” Twilight shrugged, hoping her new friend would buy it.

A small smile appeared on Sunset’s face when she recalled Twilight’s reasons to invade her privacy. She calmly placed two glasses of cranberry juice on the counter and walked back to meet the Otherworldly-Princess. “Sit on the couch and pull your skirt up.”

Twilight blinked and stood still as she processed this information. “What?”

“I told you to sit down and pull your skirt up; you started this by wanting us to bond more by looking for stuff on my computer; you found that I like girls with dicks, and according to what I heard from Pinkie, you are a girl with a dick. So sit down and pull your skirt up,” Sunset ordered, smiling devilishly as Twilight did what she was told.

The purple girl slowly sat down, and moved her skirt, showing a simple pair of striped panties underneath and a bulge underneath. Sunset suppressed the desire to lick her lips when she saw the bulge and walked forward looming over her. “Remove your panties.”

Twilight slowly nodded as she slid the material off her legs, letting her phallus rest on her thighs. Sunset quirked an eye brow, she was expecting the dick to appear more… equine. “I take it your dick changed to match your species?” She inquired.

“Uh… well… yes, I was shocked when I found out too. But I think it’s more manageable… I could be wrong but my normal dick might be way too big for a human, and it would look way too weird on a human body… I think, Twilight explained, she looked up to find Sunset giving her a vacant look.

The yellow girl snapped out of her self-induced trance of imaginary girls with large horse-dicks to give her attention back to Twilight, who was now sitting on the couch with her lower half exposed to the living room. “Stroke it, I wanna see how big it can get.”

Twilight swallowed a breath and looked down to her dick; her hand slowly gripped the shaft and began to stroke it. Sunset wasn’t too amused with how long it took the princess so long to get herself hard, but her smile grew as the rod grew.

The lilac girl let out weak breaths as her hand moved faster; the only thing that mattered to Twilight right now was to get herself off; everything else, including Sunset Shimmer didn’t exist right now. However, Sunset eyed the dick greedily; the member grew nearly too big for Twilight’s fingers to circle it, and it’s length was nearly on par with some porn stars the yellow girl has seen. She almost wanted to drag Twilight back into Equestria just to see how big it really was if Twilight said this was more ‘manageable’.

Sunset knelt down between Twilight’s legs, unaware that Twilight was close to her release. She used her arms to straddle the other girl’s legs and she leaned her head in to lick the shaft.

Twilight groaned as her cock shot load after load onto Sunset’s head and clothes, catching the fire-haired woman by surprise. When the princess recovered; she saw that she had painted parts of her new friend white with her seed. “I’m sorry, I didn’t know you were there,” She said, apologetically.

Sunset merely smirked and threw her jacket and shirt off, and removing her bra. She leaned forward, her head coming incredibly close to Twilight’s. “Lick me clean.”

Twilight’s mouth felt dry as she slowly leaned forward, licking some of her own seed off Sunset’s cheek. While it was rare for Twilight to taste her own cum, she quickly adapted to the taste, becoming very slightly more bolder each time she licked some off her new friend, swallowing it as she did.

Twilight soon finished with a small glob on Sunset’s lower lip, tentatively licking it off. The yellow girl’s hands shot to Twilight’s head and pulled her into a kiss. Sunset’s tongue invaded Twilight’s mouth, wrestling with the violet girl’s tongue.

Twilight soon relaxed and attempted to pull Sunset deeper into the kiss, Sunset’s skirt brushing against the hard lavender cock while they embraced.

The two separated, the violet girl was appeared exhausted but her dick motioned that she was more than willing to continue; the yellow girl still retained her devilish smile after the kiss. “You did a good job; I think you deserve a reward, ‘Twily’.”

“Why does everyone use that nickname?” Twilight uttered, watching the other girl kneel back down between her legs, her breasts level with the princess’ throbbing member. Twilight’s eyes widened upon realization of what Sunset was planning to do; if Twilight could, she’d do a backflip out of pure joy.

“Pinkie whispered something to me when we left, telling me you love to get titty-fucks. Don’t get that a lot in Equestria, do you?” Sunset asked. Twilight nodded her head, squirming in anticipation. “Flat crotch tits make it hard to get one, right?” Twilight swallowed a breath and nodded again, her eyes never leaving Sunset’s breasts.

“Earth must be a real treat for you, big breasts… and so close to our mouths,” Sunset teased, Twilight scooted herself lower to make it easier for Sunset, “Wow, someone’s eager.”

“Sorry, it’s just… when Pinkie did this for me, I…I enjoyed it very much,” Twilight said, smiling awkwardly.

Sunset gave the purple girl her best ‘seriously’ face. “You ‘enjoyed it’ very much? I’ not buying it, Twi.” She stood up, the distance between Sunset’s breasts and Twilight’s dick increased dramatically, nearly causing the princess to spring forward to stop her.

“Okay, I loved how Pinkie’s breasts hugged my cock, I loved how she stroked me with them, and the way she performed oral on my dick while her breasts put my shaft into such a soft yet tight prison of pleasure. I couldn’t do that with ponies because their breasts are near their crotch, and I had to use magic to make mare’s tits grow so I can do just that,” Twilight cried, she felt a hand tilt her head up to see Sunset smiling down on her, not the commonly used ‘devilish smile though, a more loving smile.

“That’s all I wanted to hear,” Sunset said, returning to her position and placing Twilight’s dick in-between her breasts, Twilight let out a joyous squeak as the soft fleshed wrapped around her sensitive member.

Sunset gauged Twilight face, watching her eyes roll back from the pleasure. She used her hands to squeeze tighter around the lilac member. The dick’s owner clawed against the cushions and bit her lip, her toes curled with her boots while Sunset serviced her.

Sunset looked back down to see a drop of pre-cum form at the tip, she smirked and lunged to collect it, causing Twilight to squeak again. She wanted to hear that adorable squeak once again, and took the head of the cock into her mouth as she moved her breasts along the length.

“Oh sweet Celestia...” Twilight moaned, her right hand went to fondle Sunset’s hair and push herself deeper into the moist entrance of the yellow girl’s mouth. Sunset didn’t mind the hand on her head, trying to make her take more of the purple member into her mouth, even if it is causing her face and tits to meet.

Twilight groaned harshly as she came, both hands forced Sunset to swallow nearly every load, depositing it into her stomach. When the princess finally released her grip, the yellow girl coughed a bit, and cum dripped onto her breasts. Twilight reclaimed her composure and sat up, feasting her eyes on Sunset’s exposed upper body, her hair was a bit of a mess, but her face and breasts had several white spots coating her skin.

Twilight felt daring now, as she stood up and brought Sunset in for another kiss. Twilight’s hands went to remove the yellow girl’s skirt and panties, while she felt Sunset’s hands remove her blouse. They broke the kiss as Sunset snickered something to herself. “What’s so funny?”

“Did you forget something at Sugarcube Corner?”

Confused Twilight looked down to find she wasn’t wearing that weird breast-restraining device Rarity called a ‘bra’. “Hehe, I guess I’ll have to pick those up later.”

“You say that like you’ll need them soon,” Sunset said, her hands cupping Twilight’s own exposed breasts. “Guess you’re not big everywhere, huh?”

Twilight blushed as Sunset played with her breasts. “If I could, I’d try to make them a bit bigger to match yours or Fluttershy’s… but they barely beat Rainbow Dash’s.”

“You know what they say, right?” Sunset cooed, confusing Twilight. “A great ass is God’s way of apologizing for lack of rack.” She cooed, groping Twilight’s butt, causing her to yelp in surprise.

“S-stop that,” Twilight whined.

“You were giddy as a school girl with a crush when I titty-fucked you and your embarrassed about me complimenting your butt?” Sunset laughed. She released Twilight and sat down on the couch, “time to return the favour.”

Twilight took Sunset’s earlier spot and leaned in, lightly flicking the labia with her tongue. She lightly teased the entrance, giving most of the attention to the clitoris. Sunset had a Cheshire grin, her hand doing exactly what Twilight’s hand did to her earlier: force the girl deeper into her privates.

Sudden grasp and surge into Sunset’s crotch took Twilight by surprise, but it didn’t faze her current rhythm, letting the sounds of pleasure coming from the yellow girl to guide her.

Sunset was surprised by how skilled Twilight was at eating her out; her tongue teased her by poking the tip in before retracting to lick along the opening, and Twilight gave special attention to her pleasure buzzer that caused static to race along her spine.

Flash Sentry didn’t even know what a clitoris was, merely poking his tongue as deep as he could into her pussy and slobbered over it. So far Twilight proved to be the better lover, but the true test is coming up. Her leg lifted and latched around Twilight’s head while her hand reaches up to massage her cum-soaked tits.

“Oh fuck yes,” Sunset moaned; cumming hard on Twilight’s face. As the vaginal juice leaked out, the violet girl lapped it up, savouring the taste.

“Sunset?” Twilight whimpered, her features mirrored what she truly wanted right now as she stroked her thick cock.

“Come and get it” Sunset dared, smiling as Twilight positioned herself for entry, rubbing her lavender dick in the yellow folds. Twilight took each leg in hand and thrust forward, forcing her entire dick inside of her former foe.

It could have been because she had a smaller dick to match a smaller pussy, but Sunset felt incredibly tight. After her ‘involuntary’ adventures with her human friends when she first came here, she learned that the human pussy is remarkably tighter than a pony’s, possibly because a human’s is smaller. While Sunset wasn’t as tight as Rainbow Dash, she was a very close second.

Twilight lunged forward and began to suckle on Sunset’s breasts, adding to the yellow girl’s pleasure. Her arms wrapped around Sunset’s mid-section while she pumped herself into the yellow love canal.

Sunset hugged the purple girl tighter to her chest, moaning and quivering from her pussy being filled and Twilight’s tongue playing with her nipple. “You… *pant* like breasts a lot, dooooon’t ya?” Sunset said, trying to keep herself in control.

“I think it might be this world” Twilight uttered, continuing to pound Sunset’s pussy. “In Equestria, I have a hard time not staring at Cutie Marks or tails; while I’m here, I have a tough time not staring at breasts, especially after what Pinkie showed me when we first… did this.” When she finished speaking Twilight hungrily went back to sucking on Sunset’s breasts.

Sunset was about to speak, but her words turned into moans when Twilight picked up her pace, thrusting harder into her. She felt the princess’ tongue trail along her breast and up to her collar bone, giving Sunset a love bite on her neck.

The two girls mated intensely; their breasts pressed tightly together, Sunset limbs held strong around Twilight’s body while she buried her face in the dickgirl’s neck. Twilight gritted her teeth as she felt herself climaxing soon, her hands held and kneaded the yellow ass while she roughly fucked the girl that stole her crown many months ago.

The two cried out in unison, Sunset held on even tighter around Twilight as she felt the princess fill her womb. The purple girl slowed her thrusts as she continued to unleash her seed into the other’s body, slowly pulling out at last to find one last shot land on Sunset’s toned stomach.

The girls held on to each other loosely while they caught their breath, Sunset’s eyes trailed down the sweat covered egghead, admiring how light shined off her skin until she found that Twilight’s hard-on hasn’t weakened in the slightest. The antagonist was confused, when she and Flash Sentry had sex, he came twice and he fell asleep soon after, but Twilight appeared to be still able to go.

“I wasn’t expecting that…” Sunset muttered.

Twilight looked back down to her new friend questioningly. “What weren’t you expecting?”

“You still being hard and ready for round three; the last boy I was with was asleep by now, is this some kind of dickgirl thing or a pony thing maybe?” Sunset asked, her eyes never leaving the hardened staff.

“I think it might be both, I can never hope to outlast Pinkie but after a hour or two I just have to rest for a bit before I go again,” Twilight exclaimed.

“Hours?!?” Sunset gasped, she wasn’t sure if she should love the idea of Twilight fucking her for hours or scared that Twilight could use her for hours.

“I usually stop when the mare, or girl in this case, is satisfied, so I don’t normally push myself or my partner to my limits,” Twilight said weakly.

Sunset was relieved to hear that, but she felt a desire within her as she stood up, pushing Twilight down onto the couch. “Good, because I want more.”

The antagonist straddled the princess’ thighs and slowly lowered herself on Twilight’s pole, her body welcomed the familiar intruder. Unlike Twilight’s earlier entry, Sunset took it slow, allowing herself to reacquaint herself with the purple cock.

She felt Twilight’s hands hold onto her hips, gripping her tightly as she forced the remainder into the yellow girl. Sunset sucked in a breath and began to ride the princess, her hips meeting with Twilight’s frequently, causing pleasure to course through their bodies.

Feeling adventurous, Twilight licked and suckled two of her fingers and placed them back on Sunset’s hips, slowly inching towards the girl’s puckered star. The antagonist gasped when she felt the fingers invade her backdoor, her hands gripped tightly onto Twilight’s shoulders as she rode her harder, the sound of flesh colliding echoing louder than Sunset’s moaning.

Sunset moved quickly on Twilight’s lap, smothering the girl’s head in her bosom as she rode. “Harder Twi, harder,” She moaned, feeling her climax approaching quickly. The lavender girl was also close to orgasm, trying to hold herself back from cumming too early; Sunset’s pussy gripped her like a vice, making every extraction difficult. Her purple fingers left her current lover’s anal ring in favour of gripping the yellow girl’s hips to pound into her harder, just as she asked.

They both cried out in unison, Twilight laid against the couch while Sunset arched her back away. The antagonist’s pussy milked and sucked everything it could take from the princess’ cock. Sunset felt her stomach bloat a bit as she got off Twilight’s, whimpering in disappointment when she felt the shaft leave and several ounces of cum dripping out her well-used vagina.

Twilight reclined on the couch; being used to this much ‘activity’ has made her stronger in this regard, as she watched Sunset try to find her balance. “Wanna go for one more round?” Twilight asked, her features turned seductive as she waited for her answer.

Sunset noticed that Twilight hasn’t lost her hard-on, while her lower body begged for rest, her libido wanted everything that member could give and approached the violet girl. Twilight gave her a happy smile as she stood up before the antagonist and guided her to an open spot on the floor, helping the slightly dazed girl down on all fours.

Twilight suppressed a giggle as she let the image of one of her former foes stand on her knees and hands sink in; waiting to be mounted by her. She got down on her knees to join Sunset and rubbed the yellow ass before her gingerly, putting extra care to massage the firm flesh.

Sunset stood on her limbs, lightly moaning to Twilight’s touch. She waited patiently for Twilight to abuse her pussy once again, to be hers. She felt the familiar fingers prob her anus once again; Sunset began to worry that Twilight stick her big dick into her tiny anus. She soon felt the princess lie on her back, “if this hurts, tell me and I’ll stop,” Twilight whispered, returning to her place at Sunset’s rear.

Sunset felt that purple cock probing her rectum, trying to push the head past her ring. She gasped when she felt the head enter, clenching her teeth at the intrusion. The sudden entry did feel somewhat uncomfortable to Sunset but it wasn’t painful, as Twilight slowly entered her.

Despite all the fluids that coated her cock, Twilight still had difficulty entering Sunset’s anus; The puckered star clenched tightly around her member, trying to deny her access. “Sunset… take a deep breath and relax,” Twilight ordered, sighing in relief that the rectum is no longer trying to impede her progress.

At long last, Twilight hilted herself in Sunset Shimmer once again; she let the anal virgin get used to having something thick and hard (by human standards) shoved deep into her butt before pulling out only to push it back in.

Sunset was surprised by how good it felt, she did see a few pictures of dickgirls fucking others in their ass, but never really expected be one of the few that enjoyed the occasional anal. She moaned as the purple dickgirl behind her sped up, forcing her upper body to impact the floor, her hands clawed at the carpet while Twilight plowed her insides.

Twilight pounded that yellow ass with a silly grin on her face, loving the feeling it had around her dick. She reached over and grabbed Sunset’s arms and the true pounded began, each thrust caused Sunset to scream from having the cock shoved deep into her ass, a tune that Twilight enjoyed thoroughly.

During the rough pounding, neither girl realized that Twilight had switched holes, pounding deep into Sunset, the head brushing against the cervix each time the princess slammed her hips into Sunset’s butt. Both girls were too consumed in pleasure to notice the fact that the rod and flower have connected once again during the hard fucking Twilight was giving, and neither truly cared. Sunset was brought to sex heights by having her pussy and ass fucked by the princess and how unnaturally dominating the mousy purple girl can be; after so long of learning to become more ‘aggressive’ during coitus, Twilight drank in the power and pleasure she had from sexually putting Sunset, a girl that Celestia might have considered Twilight’s equal in magic long ago and attempting to conquer Equestria with Teenagers, in her place.

With one last howl of pleasure, Twilight hilted herself deep, forcing Sunset to eat the carpet, while she came again. The antagonist’s cunt was filled so many times with princess cream that it nearly flooded out of her pussy. Twilight slowly pulled out and rubbed herself, letting the next few shots land on her former rival’s ass, back and hair. Feeling that she might have one last load left in this orgasm, Twilight turned Sunset onto her back and jerked herself feverishly, sighing in relief as she coated the yellow girl’s breasts in her cum.

Sunset merely laid there in a daze, unaware that the dickgirl picked her up and took her to her bed, where the two fell asleep. Twilight held her tightly and in response, she cuddled deeper into the princess’ embrace.

-One Month Later-

“Man, if she was still here, I’d ride her… she looks adorable when she’s all submissive,” Rainbow Dash pouted. She learned from Pinkie Pie that Twilight came to visit, it is hinted that she may have fucked Sunset but Pinkie did confirm that she had her fun with the Princess in the store bathroom.

“Then you’ve never experienced her being commanding, it feels weird for someone like that to dominate but when she does… oh dear,” Rarity uttered, recalling her first and only time with Twilight when she first arrived to the earth world; the memories of Twilight making her submissive made her panties wet, “excuse me girls.”

Applejack watch Rarity escape to the bathroom and giggled. “She was a fine lay but I think you girls are making her out to be great at sex just because she had a pecker.” She exclaimed.

“Well… it did feel really nice,” Fluttershy whispered, shrinking in her seat.

Rarity returned, and sat down calmly as if nothing happened. “Speaking of our dear princess, where is our enemy-turned-best friend?”

As if on cue, they all spotted Sunset walking towards them, what made them gasp was the sight of the yellow girl’s evident bulge around her belly. “Hey girls.”

Sunset quickly realized that everyone was staring at her belly. “Never seen a pregnant lady before?”

“Wow, did you and Flash hook up again?” Rainbow Dash muttered, her shock turned to a small smile soon after words.

“Congrats, Sunny! I need to throw you a Baby Shower, later…how’s this weekend for ya?” Pinkie exclaimed, hugging Sunset.

“I gotta admit, I figured Fluttershy would be the first of us to get knocked up, but this is still great news. I’m happy for ya, Sunset and your boyfriend.”

Sunset supressed a giggle then cleared her throat to speak. “Thanks girls, I just-“

“Oh I can’t wait to make some baby-clothes for you, your little bundle of happiness will look so adorable, dear.” Rarity gushed.

“I would love to babysit for you,” Fluttershy cried in excitement, realizing that could have been rude she quickly shrank down. “if you don’t mind… really.”

“Thanks but Flash-“

“Where is that guy anyways? Shouldn’t he be with the girl he got pregnant?” Applejack asked.

“It’s not-“

“I thought he was cool, but he ditches a girl that he knocked up? What a jerk.” Rainbow Dash scowled.

“Flash isn’t the dad!” Sunset screeched, temporarily causing everyone to shoot confused looks at her.

“If he isn’t, then who is?”

“Twilight is the father,” Sunset cooed, rubbing her belly in satisfaction. She had to keep herself from laughing when the girls’ jaws dropped.

“WHAT?” They cried; for unknown reasons, Fluttershy’s cry was the loudest.

Cutie Mark Crusaders vs. The Evil Colt-Filly, Twilight

WARNING!

This chapter contains foalcon, as in… three fillies having sex with an unconscious futanari mare, if this isn’t your cup of tea, then please back out and save what is left of your sanity. I certainly won’t judge because I’m the sick prick that wrote this chapter, dood.

I don’t want people walking into something they don’t want to be a part of, dood. So this is my disclaimer and warning for the chapter, dood.

“Alright girls; on to the next item of the aj-aji-aju…” Applebloom sat in confusion trying to pronounce the word.

“Agenda,” Sweetie Belle said.

“What she said, agenda. The evil colt-filly called ‘Twilight Sparkle’.”

Sweetie Belle and Scootaloo nodded in agreement. Something must be done about Twilight. Rainbow Dash openly admitted to having sex with the purple unicorn, and Sweetie Belle had seen Twilight have sex with Rarity.

Applebloom believed that Applejack was the next on Twilight’s list of ponies she was going to do ‘adult things’ with; a situation that the crusaders would have to prevent.

“So anyone got a plan to stop Twilight?” Applebloom asked.

“I say we cut his colt parts off, so he’ll never need to use it again,” Scootaloo muttered.

“I don’t think we can do that, Daring would be mad at us, and wouldn’t that hurt?” Sweetie Belle asked. Scootaloo was about to retort but Sweetie was right…if Twilight really was a colt, it might hurt a lot to lose something that was connected to you, like a wing or a horn.

“Maybe we can threaten to tell everyone in Ponyville that Twilight is a colt,” Sweetie Belle added.

“We promised our sisters and Twilight not to tell, remember?” Applebloom said, causing her unicorn friend to groan.

Scootaloo’s eyes flashed as a brilliant idea came to mind. “How about we try and make sure Twilight will never do it? Maybe we can get her before she gets Applejack.”

“How would we do that?” Applebloom asked.

“Well first--” Scootaloo stopped short. She had no idea how to ‘get’ Twilight.

Sweetie Belle rubbed her chin, humming over the idea. It was a good plan, prevention always was, but they needed to know how they would go about it. “I’m sorry girls, but I think we’ll need to *gulp* study.” She was met with two groans from her friends.

“We can’t study, we got crusading to do later today,” Applebloom whined.

“What’s more important? Keeping Ponyville safe from a ego-maniacal unicorn that looks like a mare but is actually a colt and keep him for doing adult stuff to Applejack? Or doing whatever comes to mind in hopes that we get a Cutie Mark out of it?” Sweetie exclaimed. Her three friends turned to each other and let out a combined sigh.

“Where do we start?” Scootaloo uttered.

“First, we’ll need to ask Ms. Cheerilee about how colts work. Maybe she’ll tell us a way that will keep colts, and Twilight, away. Then we get as much material on that and study… then we use that information against Twilight. And that’s it, we saved Ponyville,” Sweetie Belle explained.

“Alright, we’ll do it your way,” Scootaloo sighed.

“Tomorrow we’ll ask Ms. Cheerilee, but we better hunker down for a while… I don’t think studying is going to be quick,” Applebloom grimaced. The three fillies called the meeting and left the clubhouse.

Ms. Cheerilee was flabbergasted. Applebloom and her friends came up to her and asked her about the birds and the bees. While, as a teacher, it was her job to provide knowledge,  this was more of a parental matter.

“Uh… well… When a Mommy and… a Daddy love each other very much…” Cheerilee said, still shocked that she’s answering at all.

“We know all that stuff, we wanna know how colt parts work,” Applebloom uttered.

Then and there Cheerilee decided that she would love to go on vacation. “Why would you need to know this?”

“It’s for the sake of Ponyville, ma’am,” Sweetie Belle replied.

Knowing how a penis works will save Ponyville. Cheerilee never thought she’d hear that excuse outside of mating season. “I still don’t understand, girls; this all seems… outlandish.”

Scootaloo groaned in frustration. “Look, we need to learn how colt parts work because there’s a colt in Ponyville that’s trying to put his colt parts in everypony in Ponyville. He already got my hero, Rainbow Dash, and Sweetie Belle’s sister. You have to help us stop him!”

It was at this point Cheerilee wanted to know what colt in Ponyville managed to have sex with Rarity and Rainbow Dash. Maybe it was actually… “What colt?”

“We can’t tell you, that’s top secret, ma’am.” Applebloom said, trying to imitate a royal guard as much as possible, along with her friends.

“If you tell me who… I’ll tell you what you want to know,” Ms. Cheerilee bartered, suppressing a giggle when she heard her students groan.

“Okay… it’s Twilight Sparkle, the librarian… but keep it a secret, we found out that as soon as anypony finds out that Twilight is actually a colt, they go chase him down and get him to put his colt parts inside them,” Scootaloo whispered.

Cheerilee was sorta shocked to her it was Twilight and not another of her friends, small world evidently. “Thank you; what do you actually need to know about colt parts that could save Ponyville from Twilight?”

“You ain’t going to run off and get Twilight to put his colt parts in you?”

“Why? Just because Twilight was born the way she was, doesn’t mean I have to chase her down and have intercourse with her, that’s silly,” Cheerilee chuckled. She noted that the girls gave a collective sigh of relief.

“Well, we need to know why colts put their colt parts into fillies; and what we could do to make that thing stop from ever wanting to put it in another filly…” Sweetie Belle said, causing Cheerilee’s smile to vanish.

The girls just told her that in order to save Ponyville, these girls will have to make Twilight cum and they wanna know how to do that. “Girls, you… can’t do that. How exactly will… I can’t think!” Cheerilee cried, she felt like smoke coming from her malfunctioning brain could fume out her ears right now.

The girls turned and left the teacher to her inner turmoil. They learned that Cheerilee is safe from Twilight at least, but they didn’t really learn anything, other than other big words to look up. They decided to go to the library, not to confront Twilight, just use her books against her.

The girls sat in their clubhouse going through all the books Spike gave them, when he heard that the Cutie Mark Crusaders wanted to stop Twilight from taking over Ponyville with his colt parts, he was more than willing to help them with whatever they needed.

“What does ‘stimulate’ mean?” Applebloom asked.

“Touching a sensitive part of the somepony’s special place, like when you touch it you really feel it,” Sweetie Belle replied.

“What does ‘ejaculate’ mean?” Scootaloo asked.

“Uhh… I think it’s when a colt shoots that white stuff, remember when that thick white stuff started to come out of Daring while we were watching them?” Scootaloo nodded. “That white stuff actually came out of Twilight.”

“Oh.”

“How do you know so much about this, Sweetie?” Applebloom asked.

“I… accidentally watched Twilight and Rarity do adult stuff in her room… and Rarity has a lot of adult books in her room,” Sweetie blushed.

“Oh, then we’ll need you to lead us through this then, okay?” Applebloom stated.

“Okay then…” Sweetie Belle said, unsure if that was a wise choice.

After a few moment of reading, they believe that have the jist of what they must do, they must make Twilight shoot her white stuff so hard, that she’ll never want to do adult stuff, or sex as the books called it, again. They now needed a plan to get Twilight alone… a sleepover!

“No, girls,” Twilight said.

“Aww, why not?” Applebloom asked.

“Because Cheerilee came running at me and told me what you girls were planning. Girls; your sisters, Rainbow Dash, and even myself, don’t want you to throw away your virginities just for some pointless adventure. I am happy with what I have now, I don’t need to have sex with every mare in Ponyville, and I’d like to keep it that way, okay?”

“Aww,” the girls said in unison. “Do our sisters know?”

“What? No, how awkward would that be? ‘Hey Applejack, Hi Rarity; you sisters wanted to have sex with me so that they can keep me from having sex with you and the rest of Ponyville. Isn’t that a laugh?’ It would be beyond awkward, not to mention you sisters would probably kill me,” Twilight uttered, rubbing the back of her neck.

The girls walked away defeated, Twilight knew their plan and they refused to let them have a sleepover at the library, they needed a new plan. They went back to the Clubhouse to think up a new strategy, they aren’t going to let this setback stop them.

“Maybe we can ask Zecora if she has anything that could help us subdue Twilight,

like knock her out?”

“Yea, let’s go!”

The girls left their clubhouse and made way for Zecora’s cottage, the walk was uneventful fortunately, but they had to choose their words carefully… or it’ll end up the same way it did with Cheerilee and Twilight.

They reached the cottage to see Zecora returning from her herb hunting. “Greetings my little ponies; come in and warm your bodies.”

The girls smiled and followed the zebra into her hut. “Now, Applebloom, you need something, I assume?”

“Yea, we need something that can knock a pony out for a while,” Applebloom asked.

Zecora quirked an eyebrow, rather confused by the order. “You wish to subdue? But why and who?”

Applebloom froze for a moment, fortunately Scootaloo came to the rescue. “We wanna prank Twilight for making us read the dictionary.”

Zecora smiled and let out a calming chuckle. “Very well, my friends; I’ll be back with your blends.” With that, she turned and went to looking for a potion.

“The potion is ready, simply stay steady. When the brew enters the mare, another trick for you to share,” Zecora said, smiling.

The girls looked at the blue potion in awe, they gave Zecora a polite nod and thanks before leaving with their new bounty. Now to Isolate Twilight, and make sure no one interrupts them, or it could spell disaster for them.

After convincing Spike to beat it in the nicest way possible, the girls now stood in the bedroom of Twilight Sparkle. Twilight was still reading at her desk with a cup of tea next to her, occasionally taking sips from it yet never turning her attention away from the book.

Scootaloo took the potion and stealthily made her way to Twilight’s desk, trying not to alert the purple unicorn of her presence.  She carefully uncorked the potion and dumped its contents into the tea. She backed away quickly, but sighing in relief that Twilight hadn’t acknowledged them yet.

After a moment of waiting, Twilight took a sip from the tea and started to shake her head. “No…I must finish this chapter by tonight, I can’t *yawn* let my studies… go to waste,” the librarian mumbled. She was constantly dipping her head, fighting to stay awake.

But as the girls smiled, Twilight finally collapsed next to her desk, drifting off to sleep. The crusaders quickly and dragged the lilac unicorn to the center of the room, her penis on display for the world to enjoy, should the world be in Twilight’s bedroom at that time.

“So what now?” Applebloom asked.

Sweetie Belle thought to herself. According to Rarity’s books, the mare would try to please the stallion by using her hooves and mouth on his penis. “I think we should try and put our hooves on Twilight’s colt…ness.”

“What? Eww,” was her response.

“Remember, we have to ‘stimulate’ it, and if wanna make Twilight ‘ejaculate’ so hard that she’ll never need to have ‘sex’ again, then we have to,” Sweetie Belle claimed, the girls looked to each other and nodded as one, as they started to circle the flaccid purple member.

“So who’s first?” Applebloom asked.

“I say Sweetie Belle, it was her plan to do this after all,” Scootaloo said.

Sweetie Belle looked down at unconscious mare’s penis; it looked like a small filly’s leg attached to the groin of an adult pony, but with a darker color than the rest of Twilight. She swallowed a breath and closed her eyes and extended a hoof, placing it carefully on one side of the member.

The girls jumped when they saw it, except Sweetie who felt it, flinch. Sweetie felt the member warm up a little; finding that it won’t hurt her, she began to move her hoof along the member, stroking it with care. The purple member began to grow, Sweetie noted that the length was also harder and refused to bend like it used to be.

“That’s… is it supposed to grow?” Scootaloo uttered, slightly intimidated by the size of it.

“I guess so, or it wouldn’t have happened, right?” Applebloom replied.

“This is Twilight, everything magic and weird happens around her,” Scootaloo retorted, she turned to see Sweetie Belle staring at the member. “I think we gotta do more to it.”

“What’s this ‘we’ stuff? I’m the one touching this thing,” Sweetie said. “How about you touch it?”

“What? No, I don’t wanna touch it.”

“Why not? You chicken?”

“I’m not a chicken…” Scootaloo cried, she stopped to find that the potion still had its grip over Twilight. “I just don’t wanna.”

“I bet if Rainbow Dash was here, she’d touch it all over the place… she would touch it so good,” Applebloom smirked. “And if Rainbow Dash liked touching this, and Sweetie Belle is touching it…does that mean Sweetie Belle is cooler than you?”

“Sweetie isn’t cooler than me,” Scootaloo snarled, pushing the white filly out of her way as she began to rub both hooves along the purple dick. “I’ll show you who’s cooler.”

“Didn’t Rainbow use her mouth too?” Applebloom goaded, knowing it would work.

Scootaloo shot a death glare to her earth pony friend before giving the tip a lick. She was surprised to find that it… didn’t taste all that bad, not great, like tasting a very salty raspberry. She slowly began to run her tongue along the cock.

Sweetie Belle and Applebloom sat on the side lines, watching Scootaloo lick Twilight’s colt parts like it was Ice Cream, determined to be just as cool as Rainbow Dash… since Dash herself probably did this herself. Applebloom felt useless though, Sweetie got Twilight warmed up and Scootaloo was now trying to finish the job; she had to find something to do.

“Sweetie, is there any other way to help finish this faster?” Applebloom asked.

Sweetie Belle thought about it for a bit. “You could help Scootaloo lick it; it looks like she isn’t getting the other side.”

Applebloom’s face soured, she didn’t exactly want to have her face anywhere near the enemy’s weapon, especially if it tasted bad. “Scootaloo, what does it taste like?”

Scootaloo withdrew and licked her lips curiously, “It’s like a fruit that somepony put a lot of salt on, like a raspberry or a strawberry.”

Applebloom nodded her thanks as she thought about it more, she liked raspberries and strawberries, but she never really had salt, maybe a few times. She sucked in a breath and walked over. She climbed onto Twilight’s belly, with her flank near the older mare’s face. Applebloom gave the member a few rubs before giving it an experimental lick, then another, then a few more.

Sweetie Belle felt a heat in her crotch, and began to rub it as she watched her friends use their mouths on Twilight’s dick, the older unicorn sometimes flinched but she remained deep in her slumber.

Feeling bolder, Applebloom tried to stand on Twilight’s barrel and took the head into her mouth, sucking on the head while Scootaloo remained focused on the shaft.

Sweetie noticed that Twilight was groaning in her sleep, she wasn’t sure what was going on but she better warn her friend at least. “Girls, Twilight’s acting weird; I think she’s waking up!”

But it was too late, as a loud groan from the lavender mare took them by surprise. Applebloom’s eyes went wide as a strange goo entered her mouth, she released the head as it launched several more salvos into the air, landing in the manes and fur of her and Scootaloo.

Applebloom tried to spit out the goo, while Scootaloo tried to get it out of her mane to no avail. “What is this stuff? Why is it so sticky?”

“Uhh… I’m not sure, but I think it’s cum,” Sweetie Belle answered.

“Well, it was gross, but we did it!” Scootaloo said, but she saw Sweetie Belle staring at Twilight’s groin. She turned to see that the purple dick didn’t falter. “What?”

“Maybe we have to do more to it?” Applebloom uttered, she turned around to spit more of the seed out.

“Well, doesn’t Twilight put this inside ponies?” Sweetie Belle asked.

“I don’t know, Sweetie… I just had that in me and it wasn’t enough,” Applebloom muttered.

“Not in your mouth, in your rump. Remember when we saw Twilight put it in Daring?” Sweetie Belle said.

Applebloom and Scootaloo ‘Ohhhh’ed in response, understanding what Sweetie meant; but then they turned to their backsides in confusion. “Which hole though?” Scootaloo asked.

“We may have to try each one,” Sweetie muttered. “So who’s first?”

“Not me, my mouth hurts from it shooting all that gunk into it,” Applebloom muttered, flexing her jaw.

“Fine, I’ll do it… I show you girls I’m not chicken,” Scootaloo challenged, moving onto Twilight’s belly.

Applebloom moved behind Scootaloo to help position the dick to enter her orange friend. “Which hole, Scoots?”

“Uhh… let’s try the butt, that’s where the adult stuff happens, doesn’t it?” Scootaloo swallowed her breath, as she kneeled down, flinching when she felt the large member prodding a hole that is far too small for it.

“Hold on,” Sweetie Belle said, causing Applebloom to stop moving the dick. “Doesn’t the first time always hurt? If we put that inside Scootaloo, she’ll scream and Twilight will wake up, we need to find a way to gag Scootaloo so she doesn’t wake her.” Sweetie began her search for something to put in her friends mouth.

Scootaloo didn’t like the whole waiting thing; now that she knows that it will hurt when it enters her, she isn’t so sure she wants to be first anymore. Sweetie Belle returned with a clean cloth, and shoved it into Scootaloo’s mouth. “If it hurts, bite down as hard as you can into the cloth, got it?” Sweetie Belle ordered. Scootaloo nodded.

Applebloom began to position Twilight’s dick for Scootaloo’s backdoor, “okay Scootaloo, you need to push it in.”

Scootaloo, lowered her backside, she felt the resistance her butt had against the large invader. Ultimately it slid along her crack. Applebloom and Sweetie Belle gave a long confused look at their new dilemma.

“Wait a minute…this thing is way too big to fit in there,” Sweetie said, comparing the sizes of Twilight’s dick with Scootaloo’s anus. Should that thing somehow manage to enter, Scootaloo’s butt would break and she’d probably never be able to sit down for the rest of her life. “What about the special place?”

Scootaloo grumbled through the cloth, not liking all this wait. Applebloom repositioned the purple member for Scootaloo’s virgin pussy. This time, Sweetie Belle walked over and sat down on Twilight’s face, her body quivered when the librarian’s breathing tickled her slit.

Sweetie pushed Scootaloo onto the member while Applebloom held it steady, before long… it entered.

Scootaloo screeched through the cloth, and bit down as hard as she could; it felt like Twilight could literally split her in two. She glared at Sweetie Belle, they both knew she wanted the dick out of her, but Sweetie Belle, the traitor, kept her on it.

“Scootaloo, you alright?” Applebloom asked. She became scared as the blood began to trail down Twilight’s member; the sad part was that only the head was inside, poor Scootaloo was only a fifth of the way on the purple penis. “I’ll be right back, just keep going.”

Sweetie Belle felt bad for Scootaloo, she wouldn’t know what kind of pain Scootaloo was in right now, but she had to find a way to make it feel a bit better. Sweetie Belle’s hooves traced Scootaloo’s wings, attempting to negate the pain.

Scootaloo felt the pain slowly drain away as Sweetie Belle fondled her wings, nuzzle her neck, trying to calm her down. She returned the affection hoping that the pain would go away for good.

While they held each other, Sweetie Belle began to grind herself on Twilight’s mouth, shuddering as the lips traced across her pussy. “Come on, we still got a way to go,” Sweetie Belle whispered, slowly pushing Scootaloo down on the purple member.

The orange pegasus felt slightly uncomfortable as she felt Twilight fill her, soon she felt the member reach the end, she felt that there was more of Twilight to take but she couldn’t take anymore, like a wall inside her prevented any more from entering.

“Alright, let’s bring it out then push it back in, okay?” Sweetie Belle cooed, trying to make this ordeal better for her pegasus friend. Scootaloo nodded, and began to move up, feeling the invader leave her.

“Back,” Applebloom returned with a wash cloth, she placed the wet cloth on Twilight’s member, to clean the blood. The girls jumped, Scootaloo's gag flying out of her mouth form the shock, when Twilight gasped and twitched from the cold cloth touching her penis. They stood still, scared of the purple mare, should she wake up; Twilight laid back down, and continued her potion-induced nap, causing the girls to release a sigh.

Scootaloo felt the member feel vastly better, compared to when it first entered her. She began to moan into Sweetie Belle’s fur as she rode the purple mare. Sweetie Belle held the pegasus tightly, continuing to rub herself on Twilight’s mouth.

Applebloom felt uneasy, but she had to do something. She began to lick the part of Twilight that couldn’t get in Scootaloo, thankful that she washed the blood off or this would have been more disturbing than what it actually was to her.

The pegsus’ tiny wings began to beat faster, trying to propel her faster on the length. Her grip on Sweetie tightened as her moans grew in volume. She felt the white unicorn petting her mane as she rode, whispering calming words and the occasional whimpers into her ear.

Scootaloo let out a moan into Sweetie's neck, as her first orgasm ripped through her body, her tiny pussy clenching Twilight's dick even more so. The sudden pleasure felt like that one time she flew on Rainbow Dash's back but better in a strange way. Her fore-limbs tightened around Sweetie Belle while her vagina attempted to milk the purple member.

While she licked, she nudged her legs forward, jumping at the feeling of something wet touching her. She looked down to see a set of purple lips with some liquids leaking from it. “Hey, Twilight has filly parts too.” She abandoned the length to lean down to lick the winking marehood beneath it.

Scootaloo gasped when she felt the tip grow inside her, her fore-legs held Sweetie tighter as she moved faster along Twilight’s cock. She let out a loud moan when she felt the first blast of cum enter her, with such a tight entrance and no exit for the white goo, it forced itself into the filly’s womb, causing her stomach to expand slightly.

Sweetie saw the distress Twilight’s orgasm was causing and pulled Scootaloo off the throbbing member, letting it shoot it’s final few loads into the air and one to the unicorn and pegasus fillies. “Are you alright, Scoots?” Sweetie Belle asked.

“I… I feel fine,” Scootaloo mumbled, beginning to drift off to sleep.

Alright, mission accomplish-” Applebloom tried to say, but she interrupted herself when she saw the still erect penis, “What the hay?”

“But, Scootaloo… she took that thing inside her and it still wants more?” Do we really have to use our butts?” Sweetie Belle whimpered, not wanting to go down that route. They heard hoofsteps coming from below; panicking, Applebloom and Sweetie Belle took Scootaloo and hide, hoping the new pony didn’t see them. “Oh no, we forgot Twilight!”

They watched in horror as Twilight remained motionless as the door sprang open, revealing Pinkie Pie. The party mare found Twilight lying on the ground, dick erect; already her mouth was watering. “Wowie, I actually thought I’d have to beg this time. Ready for some fun, Twily?”

The girls watched Pinkie walk over seductively, they couldn’t do much but watch Pinkie give the purple hard-on a long lick of her tongue. “I wonder who got you ready for me, my Twi-Pie… I gotta ‘thank’ them later, and tell them they taste delicious with your cum.”

The girls’s eyes widened when Pinkie’s mouth opened wide to take Twilight’s cum-slicked member in. They couldn’t believe that Pinkie managed to get the whole thing in her mouth, where Applebloom could barely take the head.  “I think we should get outta here,” Applebloom whispered, Sweetie Belle nodded as she carried Scootaloo on her back, oblivious to the seed dripping from the pegasus’ slit and onto the white filly’s tail.

As they snuck back, they weren’t aware of Pinkie’s eye following them as she blew Twilight, “Boy, I bet you had some fun with those fillies, too bad you weren’t awake for it, Twily,” Pinkie cooed; she got up and got ready to ride on Twilight’s dick for a few hours.

    {The Next Morning}

The girls met Scootaloo at the tree house; due to last night’s activities, Scootaloo couldn’t walk for a while, and Twilight’s cum was still leaking from her body. “So how did it go after I fell asleep?” the orange filly asked.

“We were going to have one of us take Twilight into our butt when Pinkie arrived and started having sex with her, so I hope Pinkie made sure Twilight never does any more adult stuff to anypony else.” Applebloom answered.

“So mission succeeded? Why am I still a mess?” Scootaloo asked, neither girl noticed that Scootaloo was still covered in sperm when they dropped her off at the clubhouse.

“I’ll help clean you up, Scoots.” Sweetie Belle chimed, Applebloom helped Scootaloo onto Sweetie Belle’s back and the two head off to the stream.

“Come back when you’re done, I’ll see if I can figure something out for our Cutie Marks,” Applebloom called out. The two fillies nodded and continued their way.

“So… other than the pain, did it feel good?” Sweetie asked.

“I think after you hugged me and started touching my wings, did Twilight’s thingie start to feel good, still hurt, but it was a good hurt… if that made any sense,” Scootaloo mumbled, not wanting to mention the weird sensation that overtook her body before Twilight came.

“Okay.” When they reached the stream, Sweetie slowly put Scootaloo in the water, the pegasus moaned when the cold water touched her fur. “So… I was wondering…”

“Wondering what?” Scootaloo asked.

“Well, you were pretty brave to do that for us, just to save Applejack and everything…” Sweetie murmured, rubbing her legs together awkwardly… “Wanna go get some milkshakes later?”

strong blush filled Scootaloo’s face when, “I… guess so…sure.”

“Ok cool, I just thought it would be nice to… treat you since… we asked you to do that for us,” Sweetie said.

“As long as Applebloom pays, she still owes me…” Scootaloo grumbled, she felt Sweetie Belle’s hooves running across her fur as she washed the pegasus.

“I meant just the two of us… no Applebloom this time,” Sweetie Belle uttered, blushing harder.

“Like a date?” Scootaloo said…unsure of how to answer but she didn’t want to her hurt friend. “Well, okay sure.”

Sweetie Belle smiled and hugged the pegasus, starting their new relationship.

A Day at the Spa

Tags: [Futa/F/F, anal, vaginal, hornjob, horn insertions, dual cocks]

Aloe was furious; she was marching towards the private room Lotus had set up for today’s appointment. She kicked the door in and searched for her sister. The room itself had an intense smell of lavender, roses, bath salts, and a hint of vanilla; there was a hot tub in the center of the room while a massage table sat near a wall, a small trolley was placed near it with various shampoos, incenses, and lotions. The lights were dimmed and a record player sang a calming tune with heavy emphasis on the violin and several flutes, the combinations of all such pleasantries calmed the annoyed mare down as she sought out her sister.

“Is there a problem, Aloe?” Lotus asked, organizing some candles in a corner of the room.

“Why wasn’t I told that Twilight had an appointment for today? What kind of bullshit is that?” Aloe growled, glaring daggers at her twin.

“Aloe, language, and if you checked the schedule more often, you would have known that Twilight will be coming here today for a simple massage,” Lotus replied. She turned back to her arrangements then walked to the trolley, recovering a silver bucket that held a bottle of champagne and placing it near the tub.

“Do you really need to… go all out for the town librarian?” Aloe asked, her rage lessened as her sister prepared what would be a very romantic night.

“I would like to remember my first time with what could be the only dickmare in Equestria ever, sister. Now let me prepare for my client.” Lotus soon acquired two champagne glasses and placed them next to the bucket.

“What if she’s bad in bed? Do you want to remember a purple mare being a poor lover?”

“She had Miss Rarity raving about her sexual prowess, did she not?”

“With all due respect, Rarity is, or rather was a virgin. She could have fucked the bedpost and it would be a great lover to her.”

“Language, Aloe. We need to maintain a certain level of professionalism,” Lotus scolded.

Aloe rolled her eyes and left. It was going to be a night where they’d have some fun with the dickmare, yet Lotus was taking it to another level. “What was her game,” Aloe thought, walking towards the receptionist’s desk. She opened the reservations book to find that Twilight was due in ten minutes… far too little time to prepare her own room for her.

She had to improvise. An idea popped into her head, spreading a wicked grin across her mouth as she waited for Twilight, a plan rolling itself out to take her for herself.

After some time passed the main doors opened to reveal the familiar purple unicorn, clearly nervous and slightly embarrassed to be in the spa by herself. “Um, hello… Aloe right? I was told I had an appointment today,” Twilight uttered, failing to give her best smile.

Aloe merely smiled back. “Yes, you are right on time, Miss Sparkle. Please come this way so we may get your prepared for your treatment,” she said, leading the purple mare down the hallway opposite to where Lotus was preparing.

They came to a changing room where Aloe gave Twilight a bathrobe, which the librarian accepted. “Now what kind of treatment were you thinking of getting today?”

“I guess… the standard: massage, mud bath, and hot tub, that kind of stuff,” Twilight answered. Aloe nodded and lead Twilight to the massage table. Twilight was tentative at first, but she shed her bathrobe and laid down on the cushioned surface.

Aloe took a small amount of a vanilla lotion into her hoof and began rubbing it into Twilight’s back, making the unicorn squeak in pleasure. It wasn’t long before Twilight was putty in the masseuse’s hooves, and Aloe enjoyed the control. She kept kneading the unicorn’s body, rather curious as to how Twilight’s muscles were so tense; her body seemed stronger as well… not as tough as an Earth Pony, but it seemed a lot stronger than any muscles a unicorn would have.

Merely chalking that bit up to “being a three time savior of Equestria,” she kept working her hooves along the scholar’s body, running them down her sides and back up to her neck.

Twilight couldn’t remember the last time she was this relaxed. She couldn’t remember which sister massaged her last time, but it seemed that Aloe is much better than before. The purple mare fought to stay awake to extend the immense pleasure as long as possible.

Aloe smiled devilishly as she drifted her hooves down to Twilight’s flanks, rubbing her cutie marks teasingly. Upon hearing a quiet moan from her client, the spa mare continued her work: playing with Twilight’s rump and hind legs and reapplying her oils to keep the unicorn busy before the real fun could begin.

Becoming more paranoid by how her sister has yet to interrupt her fun, Aloe kept an eye on the door. Despite the paranoia, she got a bit excited about the prospect of her sister catching her “making love” to the adorable mare, as evident by the feeling of her pussy getting moist.

“Please turn around,” Aloe ordered. Twilight did just that, with a lax expression on her face. Little did the unicorn know, her dick was in full view for the spa pony. The pink mare took in the sight and the smell of the dickmare that lay before her, her marehood’s juices slowly flowed down her legs in anticipation of what’s to come.

As she climbed on to the unicorn’s belly, grinding her clit on the purple fur and stroking the needy member with her tail. Aloe began massaging Twilight’s barrel. She became more turned on as the massage continued, letting the hardening cock brush against her rump.

Despite the arousal, Twilight still remained oblivious to Aloe’s intent. She slowly slid backwards, letting the purple press against her rear. She felt the tip began to push into her pussy, letting out a soft moan as the invader attempted to breach her.

“ALOE!” Lotus screamed. She burst through the locked door in complete rage.

The shock caused Aloe to jump and startled Twilight out of her reverie. When the pink mare came back, the member entered the alternate hole. Aloe screamed from the sudden intrusion, but soon began to ride the member in her rear. It only took Twilight a few seconds realize what was going on. “Aloe?”

“A new kind… oh yea… of massage,” Aloe moaned, working the meat within her butt with as much skill as she can muster. The purple mare’s size and the cute moans alone had made this entire experience more pleasurable for Aloe, despite Twilight weakly thrusting into her.

Lotus was far more than annoyed; she marched up to her sister and yanked her off Twilight, surprising both ponies. “I’m truly sorry for my sister’s behavior. Allow me to guide you to your room, Miss Sparkle.”

Twilight’s current mindset fought over lust and rationality, but nodded and followed Lotus to continue the normal treatment. Aloe, however, was now rather pissed that her sister would just stop her from having sex just so she can fuck the unicorn in her “fancy” room. She followed them silently, waiting for the best moment to strike.

When Twilight entered the room, she was nearly knocked onto her rump from the various scents that flooded her nostrils. Lotus gestured the unicorn towards the hot tub, and she merely walked in that direction. She sunk into the waters, which served to both relax Twilight and make her erection harder. It took everything Lotus had to peel herself away from the bobbing dick in the water as she walked away to restart her record player. As the calming melody filled the room, Lotus returned to the bath and slowly slid in, making a short stride towards the scholar.

Twilight jumped a bit when she felt a hoof on her prick. “Please relax, Twilight,” Lotus said, her voice felt as calming as the music and the scents. Letting out a sigh, Twilight felt her body slump deeper into the water, letting Lotus do whatever she desired to her.

Lotus’ first step was to clean the member of her sister-- this was up her butt after all. She dipped the shaft into the water and massaged it, her hooves felt every throb and twitch it made, daring her to take it into her mouth, a dare that Lotus didn’t back down from. She began licking around the head, causing the unicorn to grunt in approval.

Aloe slowly tapped the door to allow her to see, watching the librarian relax in the bath while her sister blew her. She huffed in disdain for her sister and left for a moment. Returning only when she had a plan to not only punish Lotus, but also fuck Twilight.

Lotus took the tip into her mouth, letting her tongue coat as much of the shaft in her saliva as she bobbed. She savoured the taste of raspberries on the member, allowing it to dance on her tongue as the drops of pre-cum slowly flowed down her throat. “Twilight, how do you like your massage?” Lotus asked before returning to engulf her mouth with the delicious purple cock.

“It’s soo good,” Twilight mumbled, her eyes were hazed as only her head remained above the water, while the blue spa mare kept her member occupied.

Lotus sat Twilight upright and kissed her on the lips. “Now for the next step. I hope you’re ready.” The unicorn merely nodded as her masseuse rose above the water, her blue fur glistening in the candlelight, before dropping back down slowly, attempting to skewer herself on the purple rod beneath her.

Aloe slowly crept into the room; both ponies were unaware of the pink pony’s movements. Just as Lotus felt the blunt tip spread her petals wide, she felt herself push down furiously, she screamed as she felt herself impaled to the hilt. Lotus opened her eyes to see her sister grinning above her holding her down on Twilight’s dick. “I’m just helping, sister.”

Lotus couldn’t yell at her sister as her mouth was quickly taken by the lust-driven unicorn’s lips. She felt the librarian’s hooves on her rump and began moving her along the length slowly, but steadily picking up speed.

Aloe simply smirked and laid next to the tub, leaning over to lick the unicorn’s horn from above while Twilight made out with her twin. Despite their constant arguments, she had to admit it was rather hot watching her lock tongues with another mare, making soft soothing waves with her hips as she rode Twilight’s member.

Between the tight grip of Lotus’ vagina and Aloe’s magical tongue, Twilight’s mind blanked out from the Spa ponies' actions. She felt the spa pony above her slowly move her around the tub until Aloe led the two on top of a water jet, causing Twilight to jump and ram her dick deep into Lotus.

Aloe could only chuckle as Lotus held on to the purple mare for dear life while Twilight was forced to experience both the rapid current of the tub’s water jet against her pussy and the snug warmth that was Lotus Blossom.

“How is she, sister? Was she worth the extravagant display?” Aloe asked cheekily.

Through her moaning and whimpers, Lotus could only manage to say, “I should have brought in some dinner as well… it’s soo good.”

The answer made Aloe scrunch her face in annoyance. “Well, fuck her faster. I want a turn, don’t hog that mare meat all day,” she muttered. She turned around to get herself ready as she felt something pull her towards the tub. She turned her head around to see that her pussy was on a collision course for Twilight’s horn, and spread her legs wider in response.

Twilight simply sat in the tub with the goofiest grin on her face while thrusting herself between the water jet and Lotus, cooing in delight when her horn entered Aloe. Her horn might not be very big, but the magic that pulsed and throbbed throughout the pink mare’s being, forced Aloe to close her legs around the unicorn’s head, refusing to let the little horn leave her warmth.

While Twilight and Lotus were close to their release, the scholar made it her mission to ensure that Aloe would cum with them, forcing her magic to tickle, caress, and probe every inch of the pink mare’s pussy.

Feeling herself reaching the brink, Twilight’s thrusts became faster and harder, causing the water to ripple and create waves that battered the edges of the pool. Lotus held on to the unicorn tighter, her tongue hanging out as her mind begged for release. Even Aloe was drooling onto the floor, the horn inside her kept going, and began to force the magic that coated her insides to vibrate, forcing a loud moan out of the pink mare.

Despite Twilight’s efforts, Aloe came first, her pussy clenched the purple horn as it attempted to bring in the pink aura into her womb with no avail. Her juices began to leak from her muff and drip onto the purple mare’s mane and slid along her horn.

Twilight was next, holding the blue earth pony down on her cock to ensure that every drop of her cum entered the womb, even as it slowly leaked out from the volume of each shot. Noticing some of Aloe’s fluids on her cheek, Twilight licked it off, and enjoyed the subtle flavour of violets on her tongue.

Finally, Lotus let out a cry, her juices mingled with Twilight’s cum as it entered the tub’s water. She still felt the mare hard within her despite the stuffing she just did, and slowly rose out of the water, catching the sight of her sister laying on her belly in a daze.

Aloe didn’t react when she felt her sister pin her to the floor, she struggled a bit as it registered, but didn’t pay it too much mind. “Somepony needs to be punished for making me take that beast instantly, and for trying to steal my client,” Lotus cooed, rubbing her sperm filled pussy along her sister’s back. She turned back to see Twilight struggling to leave the tub. “Did you start something with my sister in the massage room, Miss Sparkle? It would be rude of us to allow such a thing to go unfinished. Highly unprofessional...”

Aloe gave a meek smile, silently thanking her sister until she felt the hard length prod her backdoor. “Hold on, that’s-” the pink mare couldn’t finish when Lotus returned the favour from earlier, pulling Twilight for a kiss, forcing half her dick into Aloe’s rectum. The sudden entry startled her, but was soon changed to pleasure as Twilight pounded her rump.

“Come on sister, you had her up your butt earlier, even if it was for a moment,” Lotus teased. She shifted herself back a bit to start massaging Aloe’s back while grinding herself against the base of the pink mare’s tail.

Twilight kept pounding the pink mare’s rump, relishing in the exquisite tightness of her anal passage. But she found her sight taken by Lotus’ shaking rump, still oozing her seed from her marehood. The show made Twilight eager to please both mares; she took Lotus’ tail in her teeth and pulled her forward, her magic recreating a second penis to enter the blue mare again. Lotus was startled out of her massage when she felt the tell-tale prod of an eager cock trying to enter her pussy once again.

Refusing to be denied, Twilight took Lotus’ rump with both hooves, hilting herself deep in the mare, and began to thrust into both mares. Aloe let out a moan when she felt her sister nibbling her ear, her hooves scraped across floor as her body rocked from the pounding her rear was taking.

The feeling of both mares snug around her cocks caused Twilight to clench her teeth around Lotus’ tail, thrusting harder than before. She made both mares feel every inch of her dicks as she sawed through their holes, hearing an audible gasp from Aloe (and sometimes Lotus) when purple fur met blue and pink with a loud slap.

“Isn’t this-ah- what you wanted, Aloe?” Lotus teased, trying to keep herself from gasping from each thrust Twilight made. “You come in-oh- here, force me to take everythiiiiing our client had-mmmm, then ride her horn while I took her dick… Ah- you were asking for it, sister.”

“I just wanted sex, putting YOUUUU in your place was just a bonus,” Aloe whimpered, she could feel the cock throbbing inside her ass, it was maddening to her.

“A fine job you did,” Lotus moaned. “You did put me in my place: above you,” Lotus emphasised this point by continuing to bite and nibble Aloe’s ears or planting love bites on her sister’s neck.

From the dual stimulation, Twilight couldn’t take it and her second orgasm came, coating the insides of Aloe’s rectum in white cream while continuing to pack even more of her sperm into Lotus.

The sudden feeling of being filled by unicorn jizz made the twins come at once, Lotus nearly drew Blood when she bit down on Aloe’s ear. They felt the dual rods leave their abused holes, and were left wanting more. An idea came to Aloe’s head when her eyes gazed upon the now single member, coated in various juices. “How about we help ‘clean’ our client, sister?”

Lotus would normally be reluctant, but she was too horny to refuse and got off her twin. Together, the spa ponies seated Twilight at the edge of the tub while each mare took a side. “Now relax Twilight, allow us to please you,” Lotus cooed, licking her lips. Aloe had begun nibbling along the side of the purple shaft, kissing the crown at random intervals.

Twilight kept herself supported with her fore-limbs. She slowly began having problems seeing straight, while she never had this problem before from sex itself, she began believing it was from the heat of the tub or the aroma of the candles. Whatever the cause… it was clear that Twilight was at the mercy of the Spa Twins.

The twins licked their sides of Twilight’s dick, mimicking each other’s movements, pleasing the unicorn as she ran her hooves through the girl’s manes. They licked off every strand of cum they found coating the purple member, savouring it’s sweet taste. Lotus motioned Aloe to take the head while she went below to find that Twilight lacked any testicles, but had a clear view of her moist marehood. They both shivered in delight upon hearing an adorable squeak from their client when the blue mare’s tongue traced the unicorn’s pussy and her cock entered the pink mare’s mouth. “My goodness, Miss Sparkle. Not very experienced with your vagina, are you?” Lotus teased.

“I-ah, tend to use my penis for a lot of sex. I genera-oh-generally don’t like things going near it,” Twilight whimpered, laying back on the floor while the twins serviced her.

“That’s a shame, you could do so much with both parts, but there is nothing wrong with having a stallion mentality, after all,” Aloe soothed, returning to savor the taste of Twilight’s cum on her tongue.

Lotus slowly traced her tongue up to the dick’s base to join her sister. The spa mares began kissing and licking the flat tip and soon turned to the two mares making out over the throbbing member before returning to pleasure their client.

They began rubbing their wet fur against the member while gently nipping the head, causing Twilight to writhe on the floor next to them. It proved too much for the purple mare to take as her cum shot into the air, landing on the twins. The mares opened their mouths wide in hopes to catch some of it while licking the remainder off of each other.

Twilight’s limbs felt weak, but her cock remained hard. She soon found the twins over her. Lotus was straddling her hips while she was given a good view of Aloe’s pussy and cream-star from earlier. “The massage isn’t quite finished yet, Miss, and we would deeply appreciate it if you returned the favour just this once,” Aloe cooed, lowering her rump onto Twilight’s face. She felt the horn prod her back entrance while Twilight’s tongue began working her pussy. Lotus let out a moan of delight upon being filled by the unicorn’s dick again, and rode it, softly grinding against the purple fur to feel the purple mass flex inside of her.

The scholar’s forelimbs regained some strength and held Aloe’s rump, massaging her cutie marks while the blue spa pony rubbed her crotch in the unicorn’s mouth. Aloe pulled her sister deeper into the kiss, riding the unicorn’s face harder, moaning into Lotus’ mouth upon feeling Twilight’s tongue exploring her depths. It wasn’t as mind-blowing as the magic trick she did earlier, but it still felt great to the highly-stimulated mare.

Lotus’ hooves kept her balance on Twilight while locked in a kiss with Aloe, moaning as the dick inside her continued to throb and twitch. She was amazed by how much endurance the purple mare had, some of her past lovers had difficulties trying to stay awake after cumming once or twice, yet Twilight’s dick felt harder than ever. She chuckled to herself and quickly sped up, loving the feeling of the flared tip sliding along her sensitive walls.

Aloe moaned into her sister’s mouth as she came, coating Twilight’s face in her juices. The purple unicorn lazily licked off what she could while Aloe got off and leaned over her to lick the rest off. Lotus laid herself on top of Twilight as her inner walls clenched the purple prick tightly, trying to milk even more of the rod’s cream out, riding her orgasm for all it’s worth. This action caused Twilight to release yet another load into the blue mare, causing her stomach to bloat slightly from the amount that had already entered her, and she rubbed her belly happily when she finally got off the scholar, but keeping the member snug in her pussy. “Oh… Miss Twilight… this was rather pleasing,” Lotus murmured, feeling rather content sitting on her client’s cock.

“You know sister, the schedule says we still have Twilight for another half hour,” Aloe said, a Cheshire grin appearing on her face as she turned to the semi-conscious unicorn.

Twilight fought to stay awake even as the twins made good use of those remaining thirty minutes. Now that she thought carefully… she hadn’t felt this exhausted from sex since her drunken fling with Rainbow Dash and Spitfire.

A few weeks, later… the spa ponies overheard Rarity congratulating Fluttershy on becoming pregnant. What scared Aloe was that the father was Twilight; evidently, Twilight impregnated the yellow pegasus a day before her appointment, which caused the spa pony to shudder in her seat in one of the spa’s bathroom, staring intently at the pregnancy test. The glowing section of the white stick became red and Aloe breathed a sigh of relief. She tossed it into the trash but saw something odd, another pregnancy test that had a blue glow on it. “Sister…” she muttered, running out to find Lotus.

She found her sister smiling contently in their living quarters above the spa itself, lovingly rubbing her belly. “Sister?”

Lotus turned to her sister and smiled. “Aloe, when your niece or nephew comes into the world, we will have to train you to watch your language, understand?” The pink twin merely nodded, fully understanding why Lotus went all out in the private room, despite how little use it all found during the activities.

Sleep Tight, Twilight.

{WARNING: This also contains FOALCON, but as in FIlly Twilight sleep fucking Cadance. IF you don't want that, please back away slowly, dood.}

“Twily? Where are you?” Cadance asked, searching for her young charge. They’d been playing Hide and Seek for an hour now, and this time it was Cadance’s turn to be it. Fortunately, Twilight lacked subtlety, as the pink alicorn could hear the filly giggling with her doll, Ms. Smartypants, behind the couch. “Come out, come out wherever you are,” the older mare sang, only serving to make Twilight giggle harder.

Twilight saw this as an opportunity to change her hiding spot; surely Cadance won’t be any of the wiser. Levitating Ms. Smartypants on her back, she made a mad dash for her bedroom, but her plan was for naught as she appeared to be levitating in the air. She turned her head to the giggling foalsitter and pouted. “Not fair, I coulda had you if I went to my super secret spot.”

“You mean the spot under your bed, behind the books?” Cadance asked, watching Twilight gasp in shock.

“But… Only Ms. Smartypants and I are the only ones who know that spot, and I didn’t tell you…” Twilight’s mouth gaped as she turned her head to her traitorous doll. “Ms. Smartypants, how could you!”

“She fought valiantly to keep it a secret but, after I threatened to tell your parents to give her no cookies for a week, she crumbled and told me everything.”

“You MONSTER! Nopony should go more than two days without cookies. Ms. Smartypants would perish without them!” Twilight cried, fear in her eyes. Truly a life without cookies was not a life worth living.

Cadance couldn’t hold it in any longer and collapsed, chuckling at how serious Twilight took her sweets. Her magic faltered and gently placed Twilight onto the ground. Taking this chance, she ran to her room for safety. She knew that her parents told Cadance to never enter Twilight’s bedroom while she’s asleep or enter the bathroom while the she’s in there (the latter sounded like common courtesy, but Twilight went with it.)

“Twilight, it’s almost time for bed!” Cadance called out, managing to acquire some breath after her giggle fit.

Twilight let out a groan as she crawled from her secret hiding place and went to the bathroom. “Come downstairs for your bedtime snack!” Twilight turned a complete one eighty degrees towards the stairs and skipped her way to the kitchen.

Cadance had levitated a few chocolate chip cookies onto a plate with a glass of milk on the side, her own snacks sat next to them. Twilight cheerfully jumped onto her seat and saw only two sets of cookies and milk. “Where’s Ms. Smartypants’ cookies?” she asked, her tone faltering into sadness.

Cadance smiled  and levitated a third plate down with a glass of milk while Twilight put Smartypants on her chair. The pink alicorn smiled as she watched Twilight munch on her cookies and asked her doll if she liked them, off-hoofly dipping her cookies in her milk.

Cadance had to admit, she simply enjoyed being around Twilight or her brother. Made her wish her aunt hadn’t outlawed polygamy… and that Twilight was older and she might try to marry them both. Twilight had this sort of ‘adorkable’ innocence that made her endearing; the way her eyes shone when she learned something new or when she earned somepony’s approval or praise, and the way she does her best to help somepony in need, regardless of how she makes the matters worse or actually proved to be a great asset. Her brother was very similar, but he wasn’t as adorable; he liked to help others but was overzealous in his assistance, ensuring that he does as much work as possible, even if he doesn’t know how to do it.

“Thank you, Cady,” Twilight exclaimed. “And Ms. Smartypants appreciates it too.” The little filly let out a yawn as she hopped onto the floor. Cadance accepted with a nod and cleaned up after herself, the filly and her doll while Twilight went to brush her teeth.

Finishing up the dishes, she walked up the stairs to check on Twilight. She found the filly picking out a book from her bookshelf. “Want me to read you a bedtime story?” Cadance offered.

“Would you?” Twilight said with glee. She hopped over to her bed snuggled in her bed next to Smartypants while Cadance levitated a book out of the bookshelf and put a chair next to the bed. “This is the story of the Four Giants.”

(One half of a story due to lack of All-Night Mask later)

“And then the forest spirit said…” She stopped when she found her charge sleeping peacefully. “Maybe another time.” She kissed Twilight on her horn, which caused the filly to grumble in her sleep.

Cadance left Twilight’s bedroom, giving the filly one last glance before shutting the doors behind her. She let out a pleasant sigh, as she walked to the living room. Reminiscing about the game the two played earlier in the day and the laughs they shared. “Sucks being an only child.”

After a while of waiting for Twilight’s parents to come home, she realized nature was calling and hurried up to the upstairs bathroom. It was at that point she heard something she wasn’t expecting to hear from the bathroom at this time; Precision Urination, a stallion-only form of urination, It was true some mares could do it, but it was just odd to hear it at all at this time of night. “That can’t be Twilight, can it?” She backed up a bit to hear the pony inside finishing up and washing her hooves and sure enough, it was Twilight walking out, she was too out of it to notice her foalsitter.

Cadance watched the little filly walk back into her room, watching a small penis dangle between her hind legs. “What the buck?” Cadance whispered to herself. Nature was more important to her than curiosity at the moment, so she ran into the bathroom and thought carefully while she was on the the throne.

After cleaning herself up, she walked back into Twilight’s room. She found the filly sleeping soundly in her bed, cuddling up to her doll. She slowly removed the covers to find the little filly’s cock. “No… way,” Though it was flaccid, it was as long as Cadance’s hoof was wide, which in itself impressed the pink alicorn.

“Yes way.” Cadance jumped and turned to see Twilight’s parents standing at the doorway. A heavy blush fought to consume the foalsitter’s face when she saw the couple catch her looking at their daughter’s dick. “Come with us, dear.”

They reconvened to the living room, so many questions sped through Cadance’s mind as she tried to contemplate the mere fact that a filly has a penis. “What was that? Why does Twilight have a dick? Is that why I’m never allowed in Twilight’s room when she’s asleep? Why did you raise your youngest son to be a mare?” She asked furiously.

Night Light breathed a sigh as he looked at Cadance with the utmost seriousness. “What you saw… was Twilight’s secret, a secret we didn’t want to go out until she felt it was ready to tell those she cares about. To answer your second question, she was born with it. To answer the third; yes, that’s why. And finally, she’s both mare and stallion, mare in body… mostly, and stallion in behavior… mostly.”

“What do you mean by ‘mostly’?” Cadance asked.

“‘Mostly’ is because of the fact that despite Twilight being a mare, she still has that small piece of her body that’s a stallion,” Velvet explained. “Just like in behavior, she feels more connected to mares; but we noticed the stallion-like behavior when she started mentioning how much she liked how soft her kindergarten teacher’s fur was or how much detail she put into describing the cutie mark of a classmate, who was incidentally a filly.”

“But… why make her lie like that? It isn’t her fault that she’s born like that.”

Night Light and Velvet grimaced that Cadance’s newest question. “It isn’t… but Twilight’s… gender isn’t very well received in Equestria. First there was Discord, who did something during his reign that turned a small village of mares into rapists that eventually reached all corners of Equestria, and then there was the mare Great Canopy… For all we know, Twilight’s been the only mare born with this since that… mare,” Night Light stated.

Velvet nodded seldomly. “It’s also the reason why we raised Twilight to be more… mare-like. Great Canopy was evidently raised as a stallion, so we think raising Twilight like as a mare would prevent another one of her from happening.”

“But… Okay, why doesn’t she have balls?” Cadance asked, now realizing how awkward it is to ask it.

Night Light blushed, showing that he didn’t want to answer that question. Velvet only chuckled. “Twilight’s testicles are inside her, dear. We know they can function very well but that’s about it.”

The words ‘function very well’ echoed in Cadance’s head. “So… I take it Twilight won’t be after colts, huh?”

The couple smirked. “Whatever gender Twilight chooses to spend her time with is alright with us, as long as she’s happy. We’d be fine with her courting a nice griffoness or a diamond dog. If they make our Twily happy, then we’re happy,” Night Light said.

“I don’t think Shiny would like that part about griffons or diamond dogs. Remember what they teach in military school,” Velvet commented.

“Right… they love to hate anything that isn’t a pony,” Night Light muttered. “Oh look at the time, we shouldn’t be keeping you, your aunt will get worried. Just do us a favour and not tell anypony about this, please?”

Cadance could only blink as she was ushered out the door. “But I-” the door shut softly behind her, “had more questions.”

The walk home and her dreams were filled with the thought of Twilight’s little penis, and eventually size of the filly once she grows up. Her wet dreams for the night included getting double teamed by Shining and an adult Twilight.

Cadance sat once again in the living room of the Sparkle household while Twilight was asleep upstairs. She couldn’t explain why, but she felt like she needed to see the filly’s penis again. “NO, I don’t need to see it again, she’s still a filly for crying out loud… but it would be neat to see her hard; she did reach puberty last month, so…” Cadance slapped herself out of the thought, blushing madly.

It was one matter to experiment with Shining Armor on their anniversary, but it’s another to be curious about your coltfriend’s sister’s additions. The only problem with this mindset was… she loved them both dearly.

“One peek, that’s it,” Cadance thought, marching up to Twilight’s bedroom. She slowly nudged the door open to reveal the sleeping filly cuddle up to her doll. Quietly, she moved towards the bed and slowly levitated the covers off of her charge. Once again, Cadance was head to… head with Twilight’s dick. Only one thought crossed Cadance’s mind this time. “I wonder what it tastes like.” Cadance shook her head, trying to remove the unpleasant thought. She looked over the sleeping filly snoring peacefully with her doll in her hooves. She shifted onto her side, causing her hind legs to hide her penis from sight.

Cadance mentally grumbled as she levitated Twilight onto her back and leaned forward. Her nose poked the soft member and flinched slightly. Opening her mouth, her tongue gave the purple penis a small lick to test the filly’s taste. “Raspberries… less saltier than Shining though,” she thought as she gave the head another lick.

Each new lick slowly caused the purple member to grow hard, its size increasing with it. Even though Twilight can’t compete with her brother at such a young age, she was still rather big for a colt who recently hit puberty. Cadance licked her lips once again and leaned forward, capturing the tip of the penis between her lips.

Taking care not to wake the filly, Cadance began to suckle the purple member. Her tongue rolled along the blunt tip of Twilight’s penis. The oral actions caused the little unicorn to twist and turn in bed, but she remained asleep.

Cadance released Twilight’s petite cock and gave it a long lick along the side before returning it to its place in her mouth. She felt the purple dick flinch against her tongue. The silence in the room was broken by the light whimpers of the unicorn, unfamiliar with the sensations Cadance was providing her.

“Uhhh… Ms. Smartypants…” Twilight mumbled in her sleep. Cadance was both relieved and disappointed that the filly believed that her doll is doing this for her. Cadance took the entire dick into her mouth and sucked on it hard, causing the filly to moan. “What are … you doing… Ms. Smartypaaants?”

Cadance didn’t answer, but kept bobbing her head on her charge’s penis. It didn’t take long for Twilight feed her foalsitter her cum, causing the pink alicorn to flinch from the sudden short bursts of sperm. “Oh… Ms. Smartypants… that was… fun,” Twilight muttered in her sleep, with a big goofy smile on her face.

Cadance regained her composure as she swallowed the filly’s cum, licking her lips to taste the oddly fruitiness. She noticed that the filly was still hard, something Cadance found rather peculiar, but a new idea came to mind. “Our game doesn’t have to end yet,” Cadance said, trying to impersonate Twilight’s doll. “Let me help you with that.”

Cadance got herself comfortable on the floor, her butt and tail lifted held high. She levitated the filly onto her raised rump and she felt the hardened filly cock pressed against her, Cadance’s saliva and Twilight’s earlier ejaculation rubbing against her fur. The filly snuggled up tighter to her foalsitter’s rump, her dick began poking the puckered star.

Cadance bit her lower lip as her virgin rear was about to be penetrated, the little filly penis lubing her back door. “Just like that, Twilight. Just push forward.”

Twilight mumbled something and thrusted her small hips forward, pushing her cock into Cadance’s rear. Despite the filly’s size, the alicorn of love felt her charge enter her, letting out a slight gasp.

“So… warm,” the filly muttered; her penis felt amazing in the tight confines of Ms. Smartypants. Her hips moved on their own to keep this great feeling going; whatever Ms. Smartypants had her doing, Twilight wasn’t complain.

With the filly now thrusting with all her might, Cadance felt her anus stretch slightly from the purple member. “That’s right, Twilight… just like that,” she cooed. Cadance felt an odd amount of satisfaction from getting mounted by the adorable little filly. All she could do was flex her anal ring and let the purple unicorn fuck her as hard as the filly could.

Cadance’s horn began to glow as her magic rubbed against her pussy, adding to her own pleasure with the filly trying to pound her rump. She wanted to cum with the filly and make this more meaningful, despite the pleasure she got from the filly’s movements and her cute whimpers.

“Ms… Smartypants… I feel funny… sorta like earlier…” Twilight cried. Cadance took this as her hint that her charge was close, and forced her magic to work harder in her pussy. She heard a loud squeal from behind her then she felt a small flood enter her bowels.

Twilight continued to pound into Cadance’s rump to make the pleasure last longer while she came, causing her cum to coat their fur. Her foalsitter bit her hoof as her own orgasm ripped through her, dripping pussy juices onto the floor.

Cadance felt the filly stop moving on her rump and levitated her off. She placed the filly on the bed, belly up, and found the cum soaked penis, spent and done for the night. “My, what a heavy sleeper,” she thought before cleaning Twilight with her tongue, licking every inch of the deflated member and the surrounding fur.

Satisfied with her work, Cadance put Twilight back in bed and tucked her in, kissing her on the head before running out to the bathroom to clean herself up. “Jeez Twily, I can’t imagine how much you’ll cum when you're older… you filled your foalsitter’s butt,” Cadance muttered to herself, chuckling while trying to scrub the filly’s cum off her rump.

“Can’t wait till you’re older…” Cadance cooed. She knew very well that her wet dreams for the week will include getting her pussy and ass stretched by Shining Armor and a older Twilight.

Iron Pony: Who's the best Beta?

The Running of the Leaves was a major event in Ponyville; a fun race to help the leaves fall from the trees in time for the winter months. But someponies don’t see it this way and believe it’s a competition, and where there’s competition… rivalries are nurtured.

The rivalry between Applejack and Rainbow Dash has been mostly friendly at best but each time, they found themselves locked in a power struggle to be the best pony… though when Twilight became their alpha. They were forced to fight for second best pony and Beta of the herd, a position that no pony truly knows who holds it, it was either Zecora or Pinkie. But Applejack and Rainbow Dash refuse to let details such as that keep them from attaining their goals.

The Iron Pony competition that was held earlier had the same results as last year… a tie. This year, the race became more competitive as Zecora, Pinkie, and Gilda joined the race. Twilight was forced to compete again to keep her body strong for obvious reasons. Once again, the rules were simple: No magic, no flying, and no tricks.

“There is no way we’ll tie this time, I’m so going to beat you,” Rainbow Dash taunted, shooting a cocky glare at her rival.

“Yer are right about the first part, sugarcube. The second part… Ah think Twilight shoved it too deep in ya, scrambled your brain something fierce,” Applejack retorted, returning her friend’s look. “How’re you doing, Twi?”

Beside the two was their friend and alpha, stretching before the race. “I’m doing pretty good. I still remember my strategy from last year, so I should be set for this year. I may need it with Gilda racing with us.”

Next to Twilight was the griffoness, Gilda. She appeared just as cocky as Rainbow Dash, standing tall and awaiting the starting whistle. “At least Twilight knows that I’ll win this race.”

“Oh yeah, feather-brain? I could beat you blindfolded,” Rainbow sneered, smirking at the griffon.

“Is that so? Well then, let’s make this interesting…” Gilda started, walking over to the blue pegasus.

“I know! Whoever wins, gets Twilight right after the race. But what if Twilight wins? She did place fifth last year and she was buffed by Nightmare Moon for more pushin’ so she might actually win this. Maybe Twilight can make a clone of herself to have sex with if she wins? That would be pretty sexy to watch,” Pinkie exclaimed, popping out of nowhere between Gilda and Rainbow Dash.

“An interesting proposition and the best motivation,” Zecora said, joining the group.

“Twilight might as well get herself ready for me, I got this in the bag,” Gilda commented, shrugging with a big smile on her face.

“I’m right here, and I could still win,” Twilight remarked, poking Gilda in the side with her hoof, causing her feathered lover to chuckle.

“Yeah, and who says I’ll lose to YOU!” Rainbow Dash exclaimed, trying to get as close to Gilda’s face as possible without her wings, as they were tied around her midsection.

“Cause I’m better than you, and I’m going to prove it today,” Gilda said, smirking. Her own wings were tied around her body as well to keep her from flying, but it didn’t bother the griffon too much.

“This is going to be so much FUN, I can’t wait to leave you all in the dust then bring Twilight back to the library for victory sex! Then I’ll throw a ‘Nice-try-but Pinkie-gets-Twily’ party after my butt stops being sore,” Pinkie said, grinning obliviously.

“Your courage is admirable, but your victory is debatable. With me in this race, I suggest running in place. Speed was my game in my younger years, I’ll be sure to leave you in tears. With the exception to Twilight, as she’ll be busy with me all night,” Zecora said, sharing everypony’s competitive glare.

Twilight grumbled in her spot. “Don’t I get a say in this? I am competing against you all in the race as well,” she muttered.

“Everyone get to your marks,” said a race official from the side lines.

“DESTROY THEM ALL, MISTRESS!” Trixie yelled from the side lines. Next to her was Rarity, Fleur, Fluttershy and Chrysalis.

“It’s rude to yell, Trixie,” Rarity scolded, pulling the blue unicorn back with her magic.

“But Trixie was merely giving words of encouragement to Twilight,” Trixie said, pouting.

“Yes, but your voice can get grating when you yell like an idiot,” Chrysalis commented, rolling her eyes. “Besides, it’s easy to see who’ll win.”

“It’s Twilight of course,” Trixie interjected.

“Is it? Twilight can be powerful physically, but… unicorns were never known to be athletes,” Fleur said, concerned about her Alpha.

“It’s not Twilight,” Chrysalis grumbled.

“It doesn’t really matter who wins, right? As long as everypony has fun… right?” Fluttershy stammered, feeling snug in a large sweater Rarity made for her as her pregnancy began to show.

“Knowing those idiots, they’ll probably make ‘have sex with Twilight’ a prize,” Chrysalis said, levitating a large cup of soda to her mouth.

Trixie soon regretted not signing up for the race, especially if Chrysalis was right about the prize.

The racers prepared, with Twilight’s herd scattered among the front of the pack. A race official oversaw it, and with a whistle in his mouth, he blew as hard as he could, signalling the start of the Running of the Leaves.

The race began, with Twilight’s herd (minus Twilight herself) leading the pack at a breakneck pace.

The race had ended as quickly as it began, with Rainbow Dash and Applejack grumbling together as they both accepted the bronze medal. Gilda looked equally peeved as she was given the silver medal.

What surprised most ponies was who truly won the race. It was rather close and many believed she cheated with some odd magic, but after some tests, it was confirmed.

Zecora won the race.

Mayor Mare walked up to the zebra with a big smile and placed the gold medal around her neck. Despite Nightmare Moon’s perks, Twilight reacquired fifth place, and Pinkie ended up in tenth because she thought she saw a candy cane on the track and tried to eat it.

Zecora strode confidently towards her true prize, her Alpha. “Though I am the victor, you are still my owner. The choice I must implore, my place or yours?”

Twilight rolled her eyes, chuckling internally. “Well… I guess-”

“NOT so fast!” Rainbow Dash cried, flying to get between Zecora and Twilight. “We still haven’t decided who’s the best.”

“The game was played, my skills displayed. The best pony has been known, you fillies have yet grown,” Zecora scolded, annoyed that the speedster had gotten between her and Twilight.

“Yeah, yeah, whatever. I’m not talking about that, I’m talking about me and AJ,” Rainbow Dash retorted. “We have a tie that needs to be broken, and you are going to help us, Twi.”

“What?” Twilight cried, glaring at the blue pegasus. “It’s bad enough that you girls turned me into a prize, but now I have to judge your stupid contest?”

“Sounds like fun, what’s Twilight doing with who?” Pinkie asked, hopping over the group, with Applejack and Gilda close by.

“Do you really need to show the world your red ass, Rainbow? We already know you’re butt-hurt,” Gilda muttered.

Rainbow gave her griffon friend a confused look before checking her rump. She scowled when Gilda began chuckling. “Ha ha, Gilda. Look, this is serious!”

Applejack shook her head, annoyed by her rainbow-maned friend’s attitude. “We can settle this later, Dash. I’m sure we’re-”

“What are ya, Chicken?” Rainbow Dash taunted, causing the apple farmer to shoot the pegasus a death glare.

“Are you calling ME a chicken?” Applejack asked, going head to head with the cyan pegasus.

“That depends, are you going to walk away without knowing who’s the best?” Rainbow Dash said, flashing a cocky smile.

The others, minus Pinkie, groaned in annoyance while Rainbow and Applejack’s rivalry began to burn once more.

“Look, we all know that Zecora beat us all far and square and I wiped the floor with the rest of you. You are both equally lame compared to me, Zecora… and Twilight,” Gilda said, crossing her arms in frustration.

“Uh, thanks?” Twilight added, unsure if Gilda was just being nice or genuine.

Zecora calmed herself down and turned to her mate. “Shall we go, Twilight? Their rivalry is not our plight. Let us retire to your place, I’ll cook and you’ll reach third base.”

“Wow, you know Baseball analogies, Zecora?” Pinkie asked, giving the zebra a big smile.

"How about this, we take this to one of your barns and we settle this, once and for all,” Rainbow Dash suggested.

“Why my barns?” Applejack complained.

“Because it’s easiest to get there without anypony knowing, Twilight will judge who is the best between us. No crying when the obvious happens. Deal?” Rainbow Dash offered, raising her fore-hoof up to the apple farmer.

Zecora can be called to be a patient zebra, but with the thought of mating with her alpha becoming more and more delayed became more taxing on her mind. “This task is beneath you, let us bid them-”

“You’re on!” Applejack said, shaking hooves with the cyan mare.

Zecora began muttering curses in her language while Gilda shook her head. “Whatever, you three go ahead and be morons, I’m going to go find food then take a nap, later dweebs. See ya Twilight, Zecora.” With that, Gilda took flight and went back to the library.

“I’d love to see how this ends, but I promised the Cakes that I’d be home to help with the twins, bye bye!” Pinkie exclaimed, hopping away.

“My my, what has gotten the zebra aggravated?” Chrysalis asked. walking over to the group.

Zecora didn’t answer, instead Twilight spoke for her. “Evidently, I became a prize for the race and Zecora won. But Rainbow and Applejack still want to prove who’s the best. Where are the others?”

“Rarity wanted to catch up on her beauty sleep, Trixie fainted when you got fifth so Spike started dragging her home, and Fleur took Fluttershy home. And the griffon and the freak took off?” Chrysalis asked.

“Gilda and Pinkie, and yes,” Twilight scolded, giving the changeling a annoyed glare from the corner of her eye.

“So what are you going to do?” Chrysalis asked.

“I’m going to let them deal with it, I’m going home,” Twilight stated, turning to leave.

“No you don’t, we need a judge,” Rainbow said, stopping the unicorn from leaving.

A sinister grin spread on Chrysalis’ lips. “If Twilight is judging, why not have her judge how good you two are at sex?”

Both Zecora and Twilight were fuming at the suggestion, Applejack was blushing, but Rainbow began to smile. “Yeah, that’s the perfect competition. It’ll test our strength, our endurance, our skill. But now we need to figure out what events…”

“Simple: Skill, Strength, Endurance; Oral, Vaginal, Anal. How fast you can make Twilight cum with your mouth, how long can you prolong Twilight’s orgasm with your cunts, and how long YOU can last with Twilight ravaging your rectums,” Chrysalis explained. “Of course, our zebra friend will have a potion to make the third round more entertaining.” She gave the zebra a wink, causing her to look confused before a smile graced the shaman’s face.

“There is something I must get, a potion that will make you all sweat. I’ll find you soon enough, my vengeance will be rough,” Zecora said, grinning maliciously as she left.

“I don’t like the sounds of that,” Twilight muttered.

“I do, good luck girls. You’ll both need it for that final round,” Chrysalis laughed, leaving the three mares alone.

“What are we waiting for? Let’s go!” Rainbow Dash exclaimed, lifting Twilight off the ground as she carried her to the first barn she saw, with Applejack running behind her.

Twilight was not amused, it was bad enough she was ushered to judge Applejack and Rainbow Dash’s contest, it’s another to be bound to a wooden board with her legs spread, her penis on display for anypony that were to walk into the barn. “Are the ropes necessary?”

“Sorry sugarcube, we can’t have you cheating with your hooves or magic. Speaking of which,” Applejack said, as Rainbow secured the dampener to Twilight’s horn. Twilight flinched as she felt herself cut off from her magic, becoming more annoyed with her situation.

“Why are you worried about me cheating?” Twilight asked.

“Because you could be picking favorites,” Rainbow retorted. “Alright, first event: Oral Test, who goes first?”

“I’ll go first, my barn after all,” Applejack quipped.

“My idea though,” Dash shot back.

“It was Chrysalis’ idea.”

“It was MY idea to do this competition, Chrysalis just gave us something to work with, and I don’t want to suck something that’s been in YOUR mouth.”

“You’re okay with sucking Twilight’s cock after it’s been inside who knows what hole belonging to what pony and the thing that turns you off is my spit?”

“GIRLS!” Bot Applejack and Rainbow turned to the aggravated unicorn. “Look, let’s just get this over with. And seeing as I’m soft at the moment; why don’t you both warm me up, then you can choose who goes first, that way it’s more fair. Besides, whoever is first already has the disadvantage because after an orgasm, the penis is more sensitive so the win would practically to go whoever goes second,” Twilight explained, clearly angered by her current situation. It didn’t help that her hooves were starting to fall asleep in their bindings.

“Oh, really?” Rainbow Dash uttered.

“You heard her. You take right, I’ll take left,” Applejack ordered. The two mares walked up to the bound mare and began licking and nuzzling along their respective side, causing Twilight to flinch from the sudden contact. The purple member growing form the oral stimulation the mares were providing.

Rainbow captured the flared tip in her mouth while AJ took the long girth, sucking parts of it’s flesh while her blue friend suckled the cumslit of the penis. Twilight watched this from her vantage point, gasping slightly from the attention.

“H-hold on,” Twilight said, causing both mares to stop. “I think that’s enough for your contest, who’s first?”

“I am,” Rainbow Dash cried out, she emphasized this by trying to take Twilight’s entire member down her throat. Applejack backed away in awe, watching her rival take Twilight’s growing member down her throat.

“C-careful R-rainbow,” Twilight stuttered, trying to keep her squeaking to a minimum.

Rainbow barely heard the purple mare and kept bobbing her head at a frantic pace, determined to get Twilight off quickly. Her hoof slid up behind the unicorn’s shaft and rubbed her pussy, causing her to gasp loudly. The pegasus smiled to herself, “I got this in the bag,” she thought.

Applejack watched as her friend released the purple cock from her mouth and gave the tip a few long licks before driving it back into her throat, a noticeable bulge appearing in Dash’s neck. The farmer’s hoof drifted down to her own wet pussy and began rubbing, eagerly awaiting her turn.

Frustrated by how the unicorn is holding back, Rainbow began moving faster, doing her best to ignore her gag reflex as she bobbed her head deeper on Twilight’s dick. She felt her alpha twitching like crazy in her mouth and pulled the member out, only to be showered in unicorn cum. Her hoof became soaked from Twilight’s rare female orgasm, licking the juices off the fur. The scene itself made the scholar hard once again.

“Beat that,” Rainbow taunted, scrapping Twilight’s cum off her fur to lick it.

“Oh I will,” Applejack muttered angrily. She stepped forward towards the bound unicorn. She took the purple cock into her mouth aggressively, her tongue rubbing against Twilight’s dick as much as possible.

Whatever oral skill Applejack had during their first encounter seemed to have vanished as the cowpony took to Twilight’s dick. While the purple mare did like having her cock in the warm confines of somepony else, it felt awkward with the way Applejack did it. ALl she could tell is that Applejack was riled up and is taking things too fast and too sloppily for the judge to enjoy her pleasure.

The only thing that may save Applejack from losing this challenge was the increased sensitivity Twilight felt, forcing her to feel every centimeter of Applejack’s tongue and each tooth that scraped gently across her flesh.

Rainbow watched Twilight squirm in her bindings, fearing that Applejack might beat her in this event. She now cursed under her breath, blushing as her best friend blew her mate.

The cowpony was relentless, taking the purple member as deep as it can go in her mouth, her tongue trying to stroke it as it left before being pinned underneath it’s girth when it enters her throat. She gave Twilight quick glances to see her struggling to contain herself from the pleasure, smiling mentally as she had this round in the bag.

A minute of clumsy oral skills and Twilight came in Applejack’s mouth. Only a few spurts entered Applejack’s mouth, causing her to question the weakened output. “What the hey?” she asked, only to be hit in the forehead by a single white blob from the purple mare’s dick.

“Sorry, AJ,” Twilight uttered with an apologetic smile.

Rainbow Dash however was laughing her rump off. “Guess I’m the one who gives the best head, right AJ? Hahaha, You were all ‘blrblrglrg’ and Twilight was going in and out of ‘AJ, what are you doing… this isn’t sexy at all’ and ‘ohh, uhh, errmmm’. It took you forever to get her off and for THAT,” she mused, continuing her laughing.

“Shut your pie-hole, we still got two events. And I KNOW I’ll get the next one,” Applejack declared.

“And why, heh, is that?”

A few moments later of rearranging and Twilight was now placed on the floor, still tied to the board but with her dick pointing higher than her horn. Applejack and Rainbow Dash towered above the unicorn as they smirked to each other, Rainbow was smirking because of Applejack's sudden loss of oral skills. “If it makes you feel better AJ, the last time you gave me oral… it was really good.”

“Thanks Twi, but I ain’t worried about that now,” Applejack said, giving her friend a soft smile before turning back to Rainbow Dash. “You wanna go first?”

“I’ll go first, and show you how it’s done,” Rainbow taunted. She flapped her wings to hover above Twilight, her pussy just a mere inch away from the wet cock. “Vag event, right… whoever get’s Twilight off the quickest with their pussy wins, right?”

“No, it’s how long we can make Twilight squirm before she blows inside us,” Applejack corrected.

“Whatever, I’ll still win,” Rainbow mocked, forcing her wings to her sides before dropping hard onto Twilight’s pelvis. A jolt of pain and pleasure ran up her spine as she came immediately, her marehood working hard to get their purple friend to cum. “Ow,” Rainbow whimpered quietly.

“You could say that again,” Twilight muttered, wincing from the sudden weight on her body. She could feel the pegasus’ muscles tighten around her dick, attempting to get any life-giving fluid she would unleash.

“Did ya beat that ten-second record of yours already, RD?” Applejack jeered, snickering to herself.

“You are so lucky I got Twilight’s dick in me and that she’s tied to the floor or I would beat you down so good you’ll forget what an apple is,” Rainbow threatened. She inhaled a breath before moving and grinding on Twilight’s crotch, causing the unicorn below her to groan pleasurably.

Twilight felt Rainbow’s muscles relax, giving her relief after the painful entry. But as Rainbow began to ride her dick, it wouldn’t be long until she fill the pegasus’ womb with dormant seed.

Rainbow felt her own orgasm coming and began pumping her body along the lavender length more, desperate for her own release. She nearly forgot about the competition as her pussy constricted Twilight once again, screaming as her orgasm rocked her body.

The lilac mare flinched as Rainbow’s muscles tightened again, once again trying to milk the her for her seed. Unfortunately for the speedster, Twilight wasn’t able to hold back. Her cock began unleashing volley after volley of cum directly into Rainbow’s womb. Rainbow’s eyes went wide when she felt being filled by the unicorn spunk. “Twilight, why did you cum?”

“Too… much… stimuli…” Twilight gasped, attempting to catch her breath.

Applejack walked over to Rainbow Dash and put a hoof on the pegasus’ back. “My turn, sugarcube. Let me show ya how it’s done.”

“Twilight came like three times now, what makes you think you can beat me now?” Rainbow yelled, weakly rising off the purple member. Despite the constant work out, the purple member remained hard.

“If there is anything we apples are good at, other than farming, it’s riding. Watch and learn.” With that said, Applejack moved over the hard purple dick and slowly lowered herself down. She may not be as experienced at sex as Rainbow Dash, but she knows how to work her muscles, and after she accidentally snapped a plastic dildo in half with her pussy, she REALLY learned how to not do that in the case she found a stallion.

Applejack cooed in delight as the unicorn’s other horn entered her, slowly lowering her rump down and quickly getting herself attuned with the magic staff inside her. The moment she had sat down completely on Twilight, she smiled and flexed her vaginal muscles, instantly turning Twilight into jelly with a hard on in her hooves.

    Twilight couldn’t believe how welcoming or pleasurable Applejack’s pussy was, it squeezed her gently but also firmly. She felt her dick get harder inside the mare’s folds as she bucked her hips forward, trying to get as much of the cowpony’s pussy as she could.

Applejack smirked as she rode Twilight, lightly bouncing on her rod, letting those purple hips move her while her pussy kept the purple mare coming for more. She felt Twilight tense up to unleash her seed once again and saw her opportunity. Her pussy clamped down on the invading member, forcing Twilight to whimper. “Applejack… too tight.”

“That’s the point, sugarcube… I’m going to ride your bad boy until I think you’re ready to cum,” Applejack cooed evilly. Twilight tried to protest but was forced into a kiss by the orange pony, thrusting her hips into her earth pony friend harder, trying desperately to cum.

Rainbow watched in awe, feeling uneasy as Applejack continued to show ‘how it’s done’ by denying Twilight every ejaculation that was meant to enter the cowpony. The scene kept her from noticing Zecora entering the barn. “Having fun with my prize, I see. I wouldn’t have found you if you didn’t sound like a banshee.”

“It’s… it’s still one point for me, and none for Applejack, I can recover from this… did you get it?” Rainbow asked, trying to peel her eyes away from Applejack’s rough ride.

“Yes, the potion is ready for your contest, Rainbow Dash. After one sip, it’ll be your ass she’ll smash,” Zecora said, giving the mating mares her full attention now. “That mare’s strengths are clearly shown. Shame the potion will make her moan.”

“Apple...jack…” Twilight grimaced, denied another orgasm as Applejack experienced her third.

“Don’t worry, we’re almost done sugarcube, just a little more,” Applejack moaned, grinding her hips against the mattered purple crotch.

“I suggest you watch yourself, Applejack. This may lead to some draw back,” Zecora warned, her hoof inched closer to her leaking honeypot, attempting to contain her own lust.

“I… know what I’m… doING!,” Applejack cried, as another orgasm raged through her body. Her pussy muscles loosened just a bit, but it was enough for Twilight to finally cum. With all her seed pent up from the cowpony’s teasing, she quickly found her belly bloating slightly from the amount the unicorn let out.

Twilight let out a happy sigh as her entire body relaxed in her bindings, happy that she had finally came. Applejack was trying to catch her breath from her womb being filled by so much of her friend’s seed. As she stood up on shaky limbs, Twilight’s limp penis slid out and with it came a large mixture of the farmer’s pussy juice and the scholar’s spunk, visibly causing Applejack's belly to shrink a little bit. “Whoa, nelly… was that the draw back you were talking about?”

Zecora only chuckled. “No, my good farm-mare. The potion is your scare,” she said, walking over to the bound unicorn and uncorking the bottle with her lips. As she force fed the liquid into the fallen mare she gave a sadistic glare to the two other mares. “You sought to steal my prize, now you see anal demise. ‘The final challenge is to endure Twilight’s lust,’ as Chrysalis proclaimed. This is the strongest I’ve made, all to ensure you are both tamed.”

Zecora took a few steps back as Twilight's eyes became pinpricks. Her dick became hard in seconds, the bindings around her limbs were destroyed, and a burst of magic disintegrated the dampener.

Applejack and Rainbow both took in a deep breath as they watched Twilight get up slowly. “Maybe this wasn’t such a good idea…”

“Yea… maybe we can figure out who the winner is… in another way,” Rainbow uttered, backing away. Twilight was now on all fours, a look that reminded the girls of Twilight’s ‘doll’ incident was now plastered on her face.

Rainbow made the mistake of trying to fly away only to be forced to the ground by the magician’s magic. Twilight didn’t let the pegasus recover from the sudden fall, as she forced her entire girth into the fallen speedster’s rectum.

Rainbow Dash let out a eardrum killing scream as the purple invader began to pump itself in and out of her in a feverish pace. She felt her anus on fire from the ravaging mare’s thrusts.

Applejack only watched in horror as Twilight mounted Rainbow Dash with unbelievable power, each thrust caused the pegasus to gasp in both pain and lust. “Come on, Rainbow… if you didn’t want this, you shouldn’t have asked for it,” the purple mare cackled, the crashing of her hips against Rainbow’s rear caused it to turn red rather quickly. “Don’t worry AJ… I’ll get to you when I’m finished with her.” Applejack could only swallow a breath and shake in fear as she sat, paralyzed at the sight.

“Having trouble Rainbow? Maybe this can help,” Twilight teased, as her horn gave off a dark shade of pink.

Rainbow wasn’t sure what the lust-driven unicorn meant until she felt the member inside her grow in girth and length. “Wait a minute, what are you doing?” Rainbow asked, her anus felt more full than she ever dared possible.

“Just making things better for you, Dashie,” Twilight cooed, hammering her hips once again, ensuring that Rainbow felt every new inch of the cock as it slammed all the way in her, each thrust was punctuated with a scream from the speedster.

    Both Applejack and Zecora watched with jaws slacked when they saw what looked to be a meaty pole that was bigger than Big Mac’s legs in girth leave Rainbow’s rear and get slammed back in. “How is… that’s too big,” Applejack muttered.

“I fear I have been mistaken, and my sensibility reawakened. That beast of a pony’s dick would break us, we may need to flee before we’re in true distress,” Zecora said. She and AJ slowly moved away from Twilight and Rainbow and towards to the barn doors. But it shut on them and refused to open for them.

“Oh no, you girls just sit while I finish with her,” Twilight chuckled, continuing to ravage the poor pegasus’ rectum. All around the two, there was a large clear puddle that surrounded them, Rainbow Dash had stopped screaming and laid in the puddle. The purple mare grunted a bit and pulled herself out, a pool of cum flooded out of Rainbow’s ass as Twilight let her cock shoot a few more ropes of semen onto the pegasus’ back, rump, wings, and mane. “Oh, Applejack.”

Applejack backed into the wall as Twilight approached her. “N-now Twilight, think about what you’re doing. You know I was only playing earlier, and this was Chrysalis’ idea,” she uttered.

“I know all that already, but you’re still apart of your stupid competition,” Twilight said seductively. she lunged by Applejack managed to dodge until her back was backed up to a crate. “Why are you struggling? You did agree to this.”

“Starting to have second thoughts,” AJ said, she tried to escape the next lunge but Twilight not only caught her with a dark pink aura, but had flipped the cowpony onto her belly, lying on the crate she was just leaning on.

“I’m sorry AJ, I can’t promise I’ll be gentle… considering the discomfort you caused me earlier,” Twilight teased, as she rammed her dick hard into Applejack’s ass.

Applejack’s reaction mirrored Rainbow’s from a few moments ago, her voice resonated out of the barn and through the orchard. All of which was music to the lust-driven unicorn.

The massive dick mercilessly plowed through the cowpony’s rectum, her muscles clenched but were unable to stop the invading member. She can feel it rearrange her insides to Twilight’s will, as the unicorn above her kept her movements.

Thanks to the farmer’s well-toned rump and strong muscles, Twilight thoroughly enjoyed claiming Applejack again. Her hips slapped hard against the orange butt, her hooves gripped her mate’s midsection harder as she fucked the mare below.

Zecora watched the scene in both horror and intrigue as Applejack slowly began to lose her voice while Twilight kept nailing her from behind. The crate beneath the cowpony began damp from her pussy leaking it’s fluids and Twilight’s cum from earlier. While her mind wanted her to escape and wait for Twilight’s lust to fade and come back for her prize later, but her body felt jealous of Rainbow and Applejack as her tailed pinned itself onto the shaman’s back.

“Oh Applejack, Rainbow Dash might be tighter, but your ass feels so much better. I should fuck your cute ass more, maybe I should make it daily, don’t ya think?” Twilight mused, continuing to slam her meat deep into her mare. “Maybe I should fuck your pussy with my enlarged dick? Make myself fertile again and PUMP you with so much cum, that you’ll be birthing foals for weeks. I’m sure Granny Smith would love that, and so would you, my little broodmare.”

Applejack barely responded to her alpha, but mumbled with her tongue lolling out of her mouth, unable to register Twilight’s words in her mind due to the mare fucking her ass with little remorse. Applejack flinched and let out a voiceless moan when she came again.

Twilight felt her dick tense up and her thrusts became faster, feeling her next orgasm coming. She made one last thrust into Applejack and unleashed another load into the bowels of the cowpony. The unicorn made a happy sigh as she pulled herself out of the semi-conscious earth pony and turned to the zebra. “Clean me, now.”

Heeding her alpha’s call, Zecora ran over and immediately wrapped her lips around Twilight’s cock, tasting the unicorn’s cum and the juices of the other mares on it’s flesh. Zecora dutifully licked and suckled the rod until only her saliva remained on the dick.

“Good, now bend over.”

Twilight awoke, her body felt incredibly sore, the air touching her groin caused pin to race up her spine. She slowly got up and flinched from the sudden migraine that suddenly struck her hard. “Uhh, what happened-” She was interrupted by a series of low groans that surrounded her.

It took Twilight a second but she finally noticed Applejack, Rainbow Dash, and Zecora lying in a pool of sperm and mare juices, their rumps were bright red and both their pussies and anuses were still leaking cum, their fur was matted with sweat and possibly Twilight’s seed. “Oh dear.” Twilight also noticed that she was wearing Applejack’s cum-stains hat.

Zecora was the first to attempt to get up from last night’s activities, her mane wasn’t in a mohawk, but more in the style it was in during her last Nightmare Night. “Last night… was my biggest fault. Forgive me, for encouraging your assault.”

“As long as no one was badly hurt, Zecora,” Twilight said, stroking Zecora’s mane delicately, causing the zebra to relax. “Sorry I… got carried away.”

“The potion was meant to make me feel stronger, it’s purpose was to help you conquer. Your three mares will not forget, that this was or greatest ordeal yet,” Zecora murmured, lying her head on Twilight’s lap.

“Hey Applejack?” Rainbow Dash muttered, lying on her side.

“Yeah, Dash?” Applejack replied.

“I think we should get Chrysalis back.”

Zecora let out a weak chuckle while Twilight rolled her eyes playfully as her other hoof went to rub Rainbow’s belly and her magic went to massage Applejack’s back. “That is the smartest thing you’ve said in a while, Dash,” the cowpony replied.