“Mmm...that’s it,” moaned a voice in a dark room. “So creamy...”

The voice continued to moan and groan in what sounded like ecstasy, until suddenly, the doors slammed open lighting up the room. “AAAAHH!!!!” screamed the voice. “TOO BRIGHT!!!”

“Princess Celestia!” yelled a stallion running in. “We have an urgent message from-” but immediately stopped in his tracks. “Uh...”

The stallion was in shock at the sight: Princess Celestia’s face covered in cake frosting, levitating a cake and surrounded by several other cakes. “What?!” exclaimed the princess. “This is the only time of the year I have time to indulge myself! Can’t a princess enjoy her cake and eat it too?!”

“Uh...I’m sorry your highness,” bowed the stallion. “But aren’t you feeling the effects of estrus?”

Celestia wiped her face clean and laughed at the statement. “Alicorns are immune to estrus. We wouldn’t want to have a sex crazed and perverted pony as monarch you know?” The princess then became curious for the interruption. “What is so urgent Flash?”

“Oh right...uh, I have an urgent message from your student Twilight Sparkle,” explained the orange stallion with the blue mane. Using his magic, he gave Celestia the letter, which she started reading.

Dear Princess Celestia,

Sorry if I’m not as formal as I would usually be, but I don’t know how long I can keep my concentration.

Anyways, I am in urgent need for another copy of the book “101 Basic Potions”, I seem to have forgotten that somepony else checked that book out and I really need it to take the edge off of this estrus. So if you don’t mind in sending me another copy as soon as possible I would greatly appreciate it.

Your Faithful student,
Twilight Sparkle.

Celestia then threw the letter away. “Flash, I want you to go to the library and find me the book entitled ‘101 Basic Potions’ and bring it to me with haste. Am I clear?” she ordered. Flash Sentry simply saluted before running off.

“I wonder which pony in Ponyville could be interested in potions?” asked Celestia to herself, before eating another slice of cake.

“Mmmm...banana flavored…”

-

“Okay...I have the spices, all I’m missing is the sugar,” mumbled Caramel to himself.

“HEY MEL!” yelled a female voice, before he was suddenly tackled to the ground. The yellow stallion was dazed and confused until he saw a pegasus mare on top of him.

“Sassaflash?” asked the anxious stallion.

“Oh hey Mel...fancy meeting you again,” giggled the turquoise mare.

“It’s nice meeting you again...I see you’re taking the break-up really well,” he chuckled.

“Actually, I still wonder about why we broke-up. I thought we really had a connection with each other, you know?”

“So do I, but I just felt like our relationship lost its spark,” explained the stallion. To his immediate horror, he began to feel Sassaflash’s juices drip down on his belly. “...You okay?”

“Oh, apart from the fact that I need a nice stallion cock inside me...I have never felt better!” exclaimed the mare with desperation in her voice. “I still believe that our relationship still has that spark in it!” She then put her face up against Caramel’s. “Now tell me...did you break-up with me because you have feelings for somepony else?”

“What? No!” Caramel knew what he just said was a lie. “We broke up because-”

“HORSE MANURE!!” yelled the pegasus mare to Caramel’s face. “You broke up with me because you were eyeing someone else!”

“That’s not true!” he shouted, although the truth is he did break up with Sassaflash because he was in love with someone else. The yellow stallion then felt something hard hit his face. “STOP LYING TO ME!!” yelled the mare, tearing up. “WHO WAS IT?! Was it that whore Applejack?”

“Now hold on just a sec...”

“I saw how you always stared at her butt, how you always looked nervous around her. It’s her, isn’t it? You broke up with me so you can rut her until she can’t straight, didn’t you?” snarled the mare.

“Calm down! Alright, I did leave you to be with someone else, but it is not Applejack!” exclaimed Caramel, still pinned to the floor.

“THEN WHO? Tell me so I can force her to watch us rut until dawn!” exclaimed a crazed Sassaflash.

Caramel was slightly intimidated from the sight. “...are you sure you’re okay?”

“Rut me Mel!” exclaimed the mare. “I want that nice and thick cock of yours to rut me raw!” she laughed in a sinister tone. The stallion could see that the pegasus mare was rapidly losing her mind. He was now slightly afraid for his life, so he came up with a plan.

“Hey! I think I see that mare I left you for coming towards us!” he pointed with a hoof, to his left.

“Where?!”

Caramel then pushed Sassaflash off of him and began to sprint off, grabbing the bag of spices off the ground.

“COME BACK HERE!”

The stallion quickened his pace, but it was not enough, because he was suddenly tackled by the mare again, which made them fall off the path and tumble down a steep hill until they were both stopped by an apple tree.

Caramel managed to get up, slightly dizzy and bruised. He looked around to see all the spices he got from Zecora, scattered all over the ground. “NO!” he yelled. “All that hard work for nothing!” Bitter tears welled up in his eyes. Noteworthy and Thunderlane’s sacrifices were for nothing.

The stallion turned around to see Sassaflash unconscious with a small bump on her head. Apparently, she took the full force of the impact with the tree. Feeling sorry for the mare, the stallion scooped her onto his back. “Since this is an apple tree, I must be near Sweet Apple Acres.”

And with that in mind, he began his walk to the farmhouse.

-

Time Turner slowly opened his eyes to see where he was. His vision started out blurry, but it gradually began to clear up. He was lying in a comfortable bed, looking up at an old wooden ceiling.

“Ah… yer finally awake!” exclaimed an old voice.

Time Turner turned his head to see an old mare sitting next to his bed.

“Ya took quite the spill there, sonny,” stated the old mare.

“Oh, blimey...” the stallion could feel his head throbbing, “...where am I?”

“Why, yer safe an’ sound at Sweet Apple Acres,” assured the old mare.

“Sweet Apple Acres?” exclaimed Time Turner. He looked around to find himself in someone’s bedroom, and he recognised the old mare as Granny Smith. “Granny Smith?”

“That’s ma name,” chuckled Granny. “No, that’s not it...oh well, that’s what everyone calls me. Now don’t ya move, ya took a nasty hit down th’ hill there. Ah want ya to rest for a bit, ya hear? I’ll be back in a bit.” The old mare hobbled off in her walker out of the room.

Time Turner looked around him to see a portrait of a younger Granny Smith and her husband, on the other side of the room, opposite to the bed he was laying on. “So that must be Pappy Smith then.” Even though his head felt heavy, he couldn’t help but remember the time he met a mare that looked a lot like a younger Granny Smith and the most wonderful night he had with her.

“This isn’t the time to remember past loves, Turner.” he muttered, before laying back down and closing his eyes..

-

Big Mac was scared. He had no idea where he was, or what the mares who nabbed him will do. For the first time in a long time, the crimson stallion was afraid for his life.

“Here he is girls!” announced a voice as the bag obstructing his vision was lifted off of his head. Big Mac couldn’t see with the bright lights shining on his face. He couldn’t even see the audience clearly, but he assumed they were all mares. He could hear the “ooh’s” and “aah’s” from them.

The stallion tried to block the bright lights with his foreleg, but quickly found out that it was chained to the wall...in fact, his entire body was chained, spread-eagle, against the wall, and his yolk was gone.

“Look at those muscles, this stallion was made for field work,” lectured the voice. His eyes soon managed to adjust to see that it was Carrot Top lecturing the audience and showing him off. “And you can rest assured that this stallion is packing a lot underneath that sheath.”

“Wha’ in tarnation is goin’ on?” exclaimed Big Mac, struggling to break free.

Carrot Top and the mares in the audience ignored him. “Bidding will start 100 bits and go up by increments of 20. You can share money if you wish, but that will mean that you’ll be sharing this stallion if you win it.”

All the mares in the audience silently agreed to those rules. “So let’s start the bidding at 100 bits.” she banged a gavel while saying it, “Do we have 120 for this stallion?”

“120!” exclaimed a mare, waving her hoof in the air.

“That’s 120, can we have 140?”

Big Mac was helpless, forced to stay chained up while the mares auction off his body. It sickened him to no end. He watched as the bid went past 200, then 300 and to his surprise, surpass 500.

“Do we have 520? 520?” announced Carrot Top. “Last chance...500 going once...500 going twice...S-”

“ONE THOUSAND BITS!!!” yelled a voice just as Carrot Top was about to bang the gavel, a large bag of bits is thrown at the stage.

All the mares mumble in shock to each other as they turned to see who made such a bid. “Sold for 1,000 bits!” announced the yellow mare as she banged the gavel to end the bidding. “To...?”

“THE GREAT AND POWERFUL TRIXIE!” gloated a blue unicorn mare wearing cloak. She made her way to the stage and picked up the bag of bits. “Go ahead and count them...it’s all there.”

Carrot Top gave the bag to Roseluck to count them. “You made a great purchase, Miss Trixie.”

“Tell me...what will the money be spent on?” asked Trixie.

“It will be used to renovate town hall,” stated Carrot Top. “This stallion you bought is worth every bit, I can assure you.”

The unicorn walked up to the stallion and closely examined him. “Hm...do you mind if Trixie takes this stallion on a test drive before Trixie takes him home with her?” she asked.

“Uh...sure, go ahead, he’s yours for the next seven days,” said the yellow mare.

A sinister smirk formed on her face. “And Trixie will make these seven days memorable.” She turned to the audience of mares. “Okay mares! Watch as the great and powerful Trixie, give this prime cut of stallionhood a GREAT AND POWERFUL BLOWJOB!!!” gloated the mare.

And with that, she kneeled in front of Big Mac and started flicking her tongue on Big Mac’s sheath. She didn’t hold anything back either: she was staring into his eyes the whole time, and she used her magic to stimulate him and force him to watch. And, being the showmare she was, she lifted her rump up and flipped her tail up, showing the entire crowd just how aroused she was. Now while every mare in the room had gathered to get the stallion, a lot of them had to agree that Trixie was really warming them up as well.

Big Mac desperately wanted to keep calm, but Trixie was doing a great job, and if he didn’t play his cards right he would be spent in mere minutes. So instead of focusing on resisting the inevitable, he decided to save some self-control for later.

Let ‘er have her fun, fer now. Ah ain’t letting her win that easy.

A few seconds later his erection rose to its full length, and there was much rejoicing among the mares in the audience. It was certainly a bit longer than your average stallion’s tool, but what really set it apart from the others was its girth. It was nothing short of perfect: large enough to give a mare the feeling of being full, without any discomfort of stretching. And if some mares were fans of being stuffed, his length added a whole new feeling. Big Mac was big, in every single sense of the word.

That didn’t deter Trixie though, as she immediately started sucking on the tip of his cock. She bobbed her head up and down at a regular pace, just to stimulate the most sensitive part of the stallion’s body. She would then stop to let her tongue go all over the tip, while keeping the head in her mouth. Then she started taking more and more of his length into her mouth, and repeated her gestures. Up and down, going slightly faster and faster every time, she would suck on him like there was no tomorrow.

Now Big Mac was no stranger to oral sex: even though he was silent, he had indulged in carnal pleasures more than once. He was no horny stallion, he just enjoyed a good roll in the hay, and he had received his fair share of blowjobs. But this one topped them all: just the right pace, more than enough stimulation, and by this point Trixie didn’t need her magic to keep his eyes glued to her show.

Even after a full ten minutes, Trixie was still going at it. And try as he might, his attempts at self-restraint did nothing but slow down the inevitable arrival of his orgasm. Hell, even some mares in the audience had started fondling themselves. Trixie heard them moan and rub their cunts, which made her even wetter. She popped his cock out of her mouth, took a quick breath, and whispered in his ear.

“Cum for me, Big Macintosh, and if you shout my name Trixie will swallow. Every. Single. Drop. Of your seed.”

Oh buck, oh buck, oh buck buck buck buck buck…

He just gave a heavy snort and stared at her with a stoic expression.

“Oh well, your loss. Trixie is going to make you blow your load either way. Watch.”

She then took half of his cock into her mouth, bobbed her mouth up and down slowly, and let herself drool all over his rod. He was sweating profusely at this point, and he felt his length going tight. A few more seconds, and he would cum so hard his ears would ring.

“Ah...ah...Trix-”

Just as Mac felt himself about to cum, the doors to the room exploded open, covering the room in dust. He didn’t know if he should bellow out his anger or cry out in gratitude. Either way, this interruption was just the thing to stop his orgasm. He grinned.

And ah’m still on top. Can ah get a yee haw?

Trixie, and every single mare in the place, turned around to see what just happened. Once the dust cleared, the mares along with Trixie and Big Mac were in utter shock at the sight before them: Fluttershy surrounded by her animals, looking angry.

“Leave! Him! ALONE!” Fluttershy yelled with rage.

Trixie appeared unphased. “Hey! Trixie payed good money for this stallion! Get your own!”

“Get them, my pets!” ordered the yellow pegasus. The animals took their cue and all swarmed the mares.

“AAAAHH!!” All the mares screamed in horror as the animals began crowding around them and tying them up while Fluttershy slowly made her way to the stage.

“Well this is a side that Trixie has never seen before,” mused the unicorn as the yellow pegasus reached the stage.

“Leave him alone you hussy!” snarled Fluttershy.

“Trixie payed good money for this stallion! So make me leave, you pathetic slut!”

Fluttershy just gave Trixie a sinister smile. Suddenly, a loud roar echoed across the room. “What the-?” the unicorn looked up to see an angry Ursa Major in the room.

“I believe you and him have met before?” mused the pegasus. Trixie just stood there in shock.

The Ursa Major saw Trixie and quickly charged at her. Unfortunately, Trixie’s pride got the best of her. “YOU WANT A FIGHT, YOU BIG DUMB BEAR?! THEN COME AND GET IT!” snarled the unicorn, before shooting a magic beam at the creature. While Trixie fought with the bear, Fluttershy quickly freed Big Mac from his chains.

“Fluttershy?”

“Don’t worry Mac, you’re safe,” assured the pegasus. “Now let’s get out of here before the Cockatrice arrives.”

“AAAH CRUD there’s bird poop in my mane!” yelled Carrot Top.

“Cockatrice?” Before Big Mac could get an answer, Fluttershy grabbed him and they flew out of the room. Big Mac wasn’t used to heights and was intimidated by how high from the ground they were. “Where we goin’?” yelled the stallion.

“I know a great place where you can be safe, Mac.” she explained with a smile.

“Where?”

“Just trust me,” stated the yellow mare, as she flew Big Mac towards the Everfree forest.

-

“Hey there, sleepy colt! Dinner’s ready!” yelled Granny Smith from the dining room.

A short while later, Time Turner came trotting in with Caramel’s saddlebag. He saw the food on the table. “Looks delicious, thanks Mrs. Smith.”

The stallion sat himself down and began eating.

“That’s Granny Smith to you. All that runnin’ made ya hungry ain’t it?” chuckled the old mare.

“You won’t believe the things I’ve been through today,” smiled the stallion, while eating.

“HELLO? ANYPONY HERE?!” yelled a new voice from outside.

Time Turner heard the voice, and it sounded familiar to him. “Wait a tick...CARAMEL!” The brown stallion left the table and sprinted out of the house. Outside, Caramel was standing outside the farmhouse, with an unconscious Sassaflash on his back.

“Granny Smith? Mac? You in there?” yelled the stallion to the house.

Time Turner ran out the front door. “CARAMEL! I FOUND YOU!”

“Turner? What are you doing here?” asked a confused Caramel. “And why were you looking for me?”

The brown stallion then showed Caramel the saddlebag with the potions book and cloud inside. The yellow stallion was in shock.

“How did you-? But I thought Thunderlane had it?!” said a surprised Caramel.

“He did...until Rarity got him,” explained the brown stallion.

“Rarity? Poor bastard.” The yellow stallion decided to change the subject. “Is Big Mac here?”

“Nope...haven’t seen him all day,” answered Granny as she hobbled out of the house.

“Then a mare must’ve got him,” stated Caramel.

Time Turner noticed a mare, unconscious, on the yellow stallion’s back. “What happened to her?”

“Long story,” grunted Caramel before turning to Granny Smith. “Granny...do you mind taking care of Sassaflash here?”

“Of course ah don’t mind, just leave her in Mac’s room,” said the old mare.

Caramel gave a nod, muttered a word of thanks and walked inside with Sassaflash on his back.

-

In the Everfree forest, Fluttershy took Big Mac to the abandoned Royal Palace of the Royal sisters.

“Uh...you should be safe here, Mac...as long as you stay inside of course,” nervously stated the shy mare.

“Thanks fer savin’ me,” said the relieved stallion.

“Uh...you’re welcome...” she nervously turned around so she could fly off. “Well...off I go-”

“Wait.”

Shocked, the pegasus turned around to face Mac. “W-what?”

“Stay here with me so ah can help ya?” offered Mac.

“Help me?”

“When ah saw ya at the shed...ya looked like ya was in pain...ah just felt sorry fer ya,” explained the stallion. “Ya saved me, so maybe ah should help ya.”

“Y-you are willing to help me with my...problem?”

“Of course ah am...better than using yer hoof!”

Fluttershy swiftly enveloped the stallion into a tight hug. “Oh thank you! Thank you! Thank you!” she began to tear up. “You’re just too kind to me Mac.”

“Come on...let’s go inside so ah can help ya out.” Big Mac motioned Fluttershy inside the abandoned palace. They both entered the building before closing the door.

-

Both Time Turner and Caramel quickly opened the potions book to the appropriate page. “This is the potion that me, Big Mac, Noteworthy and Thunderlane were working on,” pointed out the yellow stallion.

“An anti-mare potion, right...” stated the chestnut stallion while looking at page. “But it says here that it comes with a 50% chance of turning the user into a mare for a week.”

“Well...we thought it was worth the risk.” stated Caramel.

“By the way, since when did you become interested in potions?”

“Look...there’s no time to explain, we have the cloud, the kitchen has all the spices and sugar, so we need to start making the potion while we still have the chance.” stated the yellow stallion, evading the question.

“Alright then...let’s get cooking!” exclaimed a determined Time Turner.

-

Meanwhile, in the Everfree Forest, Big Mac gently laid down his mare on the stone floor, which was surprisingly soft. Only the best for the princesses, right? Either way, Fluttershy was just grateful that Big Mac had agreed to help her in her time of need. Indeed, most stallions in Equestria were either put off or downright afraid of mares in heat; which usually meant hysterical behaviour, exhaustion, aggressiveness, and sometimes foals. She was laid on her back, with her wings folded at her sides and her forelegs curled up to her chest.

“Please be gentle?” she whispered, her head feeling warm and heavy.

“Don’t ya worry, Ah’ll be-”

“-as gentle as I can. Do you understand?” asked Time turner, as he started to stir the spices in small bowls.

“Yessir. Do I need to shift the sugar in any particular way?” asked Caramel, who was holding up a beaker.

“Good question! Yes you do, since the cloud is going very unstable we need the finest sugar possible. Here, give.”

He took the beaker with his hoof, which touched Caramel’s own and made the yellow colt blush slightly. Time Turner, however, was too focused on the sugar to notice.

“Now look here. You go back and forth, so the sugar can stir itself and become thinner,” he said, while moving the recipient like a seesaw. He moved with Caramel, who eventually got a hang of it.

“There you go. Now as I said, I need to be careful with these spices so I trust you with this. Do you think you can do it?”

“Yeah, it’s easy. Back and forth, and back and forth, and-”

Back and forth Big Mac went, thrusting his cock into Fluttershy, making her go wild with pleasure. At this point she could only focus on how FULL she felt, and how her insides were being massaged by his massive tool.

“Oh my, oh my, oh my oh my oh my oh my…” she babbled, feeling so perfectly stuffed with her rump in the air, content with having this massive hunk of a stallion just pound into her.

“Oh yes, please keep going, oh myyyyy, aaah ~♪”

“Aaaand there we go. These spices are finally ready. How is that sugar coming along, Caramel?”

“I think it’s ready,” he replied, looking into the beaker. The sugar had become as thin as dust, and swayed easily at the first gust of wind, making it look like smoke when it flew up.

“Nicely done! Now if we just mix the spices and the sugar…” Time Turner muttered, after adding a pinch of each spice into the beaker, “and bring the cloud over the dish…”

He delicately brought the bag containing the cloud over a rectangular dish, which wasn’t very deep, and poured the contents of the beaker into said dish, covering the bottom surface. He then shook the bag, and the cloud popped out into the kitchen. Before it could fly away, Time Turner swatted it with a hoof, and it poured water into the dish. At first nothing happened; but then the liquid became purple, then red, then yellow, and started boiling for a few minutes before becoming orange. He then took two jars from a cupboard and took a small portion of the potion into each. Meanwhile, Caramel just watched the brown stallion work in silent awe.

“How are you so good at all this potion-making stuff?

“It”s a hobby I developed during a visit to Zebrica. That was awhile ago, though. Next thing we need is a hair…” he muttered, leaving the other stallion more curious and impressed than before. Time Turner turned his head to bite a hair off his tail, which Caramel did as well.

“Now if everything went as planned, when I’m done shaking these, there should be a strong reaction. You might want stand back.”

Caramel did, and Time turner blocked the top of the jars with their lids after placing the hairs in their respective containers. He then started shaking each one with his hooves. And, as he had predicted, the potion inside the glasses started boiling. The potions became clearer and clearer, going from orange to yellow at a slow rate.

“I need to shake faster. Come on now, keep going…”

“YES BIG MAC! Just like that! Faster, oh please, I’m almost there…” Fluttershy shouted, before her moans echoed across the old throne room. Big Mac obliged, giving his thrust a few more efforts before his orgasm arrived. And they were both ready to come so hard it would knock the wind out of them.

“Oh Fluttershyyyyy...ah’m gonna...ah’m...ah’m…” he groaned, giving hard thrusts so that his entire length was swallowed by her hot, wet cunt.

“Go ahead, come inside meeeee…” she moaned, feeling very light and happy.

“Almost there...almost…” panted Time Turner, as his shaking got harder and faster. The glass had become hot, and the jar shook slightly.

“You can do it Tuner! Think of all the stallions who fell for this!” exclaimed, Caramel, who had become agitated by the lack of progress.

“Just a few more seconds...and…”

“OH BIG MAAAAAAC!”

“FLUTTERSHYYYYY!”

They both howled in pleasure as Big Mac came inside her, filling her womb with a big load of spunk, which made Fluttershy squirt juices on the floor below them. Big Mac was barely standing up at this point, having orgasmed so hard his ears rang. Fluttershy simply fell down, his seed slowly pouring out of her, before he kneeled down to hug her. Once he was comfortable, his head hit the floor and he was sleeping like a baby. She lied there, feeling warm and fuzzy, before giving a delicate smile.

“Yay…” she mumbled, before joining Big Mac in his slumber.

“THERE WE GO!” shouted Time Turner.

The lids of the jar popped off because of the massive pressure, before landing on the other side of the kitchen. The potions had become, respectively, as clear as water. He hoofed them over to Caramel, who looked at the potions carefully.

“...Did it work? Because this just looks like water.” he said, sounding sceptical.

“Trust me: if it hadn’t, the jar would have exploded. Now put them in those flasks over there,” he said, pointing to two thin flasks on the kitchen table.

“I can’t believe it...we did it!” exclaimed an excited Caramel after pouring the finished potions into their respective flasks. “All we need to drink these potions and goodbye mares!”

“Yes...and for once I can go outside to perform my clock tower inspection without the fear of getting raped!” stated a delighted Time Turner, before bringing his friend into a hug.

The moment was quickly interrupted by a loud gasp. Both stallions turned to see Sassaflash standing before them, with a look of betrayal in her face.

“So this is the pony you broke up with me for?!” exclaimed the shocked and hurt mare. “Why didn’t you tell me you were a coltcuddler?!”

“First of all, I am straight, even though I currently have a crush on a stallion, and secondly, this stallion is not the stallion I left you for!”

That explanation made Sassaflash even more angry. “I! Am! Going! To rut you!”

“Uh oh,” said Time Turner, who started sweating.

“To death!” exclaimed the mare before belting out an evil laugh.

Doing what any brave stallion would do in this situation, both Caramel and Time Turner hugged each other tightly in terror.

TO BE CONTINUED...

Author's Note

Another new chapter!!!

Anyways...there is only two more chapters and an epilogue after this so look forward to it!

Thank you for the faves!!!