Two days later…

Everything was quiet in Ponyville as Flash Sentry finally arrived at the Golden Oaks Library to deliver the potions book that Celestia’s student, Twilight Sparkle, wanted.

It was a tough journey for Flash. First he found out that the trains don’t run during Heat weeks, which meant he was forced to walk to Ponyville. Secondly, he had to stay out of the main road so a random mare wouldn’t get him and rape him. And Thirdly, he just realized that he couldn't fly there because he doesn't he didn't want to risk having a pegasus mare after him.

Regardless, Flash managed to reach his destination without any harm and he calmly walked up to the door and knocked.

“Uh...Miss Sparkle...this is Flash Sentry of the Royal Guard...I have been sent by Princess Celestia to send you the book you requested,” announced the guard. He received no answer.

Flash was about to knock again but then the door opened by itself. The orange stallion walked inside.

“Miss Sparkle?” he looked around, the library was quiet and dark.

Suddenly, just as he reached the middle of the room, the door slammed shut behind him. Although he was a guard, Flash was nervous as the room went pitch black around him.

“Uh...Miss Sparkle?”

He then quickly felt himself get tackled and pinned to the ground as the room was lightened up by candlelight. Looking up, the orange stallion could see a crazed brown mare with a brown mane and hourglass cutie mark, pinning him to the ground.

“What the-?”

“Good job, my apprentice,” exclaimed a new voice. Flash turned to see Twilight Sparkle walking in wearing a leather outfit.

“Now show him everything I taught you these past few days, Time Twist”.

“With pleasure, mistress,” replied the brown mare.

She immediately started nibbling on his ears, which happened to be his weak spot. He was still aware of his surroundings, but her moves quickly reduced him to putty in her hooves. He grunted and moaned, squirming beneath Time Twist as she worked her proverbial magic. Slowly but surely, his wings started hardening and he decided to just go with it.

Time Twist then decided to start licking his neck, which made him shudder with every stroke, before directly skipping over to his stallionhood, which at this point was throbbing quite fiercely. She licked up his shaft to test his reaction, which made the meaty rod jerk.

She grinned, her mind ravaged by lust, before licking up again up the whole length. As it jerked again she captured the tip in her muzzle and took half of it in her mouth in one swift move, which made him arch his back and give a silent scream of pleasure.
“Aaah...come on, just...ff-aaaah...” he moaned, thrusting his hips up in a desperate attempt to get more of his length in her hot, eager mouth.

Being a relatively young guard Flash Sentry didn't get much action, which is why he quickly started panting and squirming some more. He didn't want to finish, not this soon, but hot dang was this mare skilled with her mouth. Twilight Sparkle, in the mean time, was enjoying this show while softly rubbing her lower lips in a soothing gesture.

After bobbing her head rapidly on Flash Sentry's rod, she licked one of his balls swiftly, which almost made him lose it and scream out in pleasure. But his pride was on the line, and he restrained himself as much as he could.

“Well done, Time Twist, you have done very well. I think I'll join you both now,” said Twilight, trotting over to the two with very moist lower lips.

“Yesh mishtresh,” said Time Twist, still sucking on the guard's cock.

As she approached, Twilight used her magic to make Flash Sentry sit on his rump. With this position, she could give him some attention while her apprentice kept servicing him. She sat behind him, nibbling on his ears and wings, whispering saucy nothings to him while her apprentice was vigorously sucking his cock while jerking him off with her hooves.

It took every ounce of strength and endurance of Flash Sentry's being to refrain from blowing his load down her throat and screaming. All he could do was squeak and squirm while the two mares pleasured him. In the future, he would look back at this as the most pleasurable torture he had ever experienced.

“Wow, you're really tenacious, aren't you? I think it's time we step it up a notch. You know you want it, Time Twist, and you've deserved it.”

“Thank you, mistress,” replied the brown mare, as she turned around to show her rump to the stallion, who bit his lower lip to stifle a loud groan. She then lowered herself on his aching cock and soothed it with her warm tightness.

“Ooohoho...yesss...” she giggled, squatting up and down on his length.

Flash Sentry had seconds left. Time Twist was making him feel euphoric, the wet slapping noises that came from her riding made him drool ever so slightly, while Twilight Sparkle had started using her magic to fondle his balls. And, to make things 'worse' she was grinding her body against his back, moaning and giggling in his ears. When she gave a long lick up his shoulder blades, he lost it.

He shouted out a strangled yelp as he came, his cock pulsing inside the brown mare as thick spurts of sperm filled up her insides, which made her reach her own peak and squeeze him hard, while he felt a small jet of liquids flow down onto his sack. He felt exhausted, both from the exercise they had put him through, and it actually hurt to cum this hard. And that's when he realized she was in heat as well.

“Habaaah...heat...threesome...ahaha...crud.”

And with that he fell on his side, and passed out with an expression of both dread from the realization and happiness from the whole experience.

One Week Later…

Everything returned back to normal for the citizens of Ponyville, all of them going about their routines and socializing as if the last week had never happened. The foals were back from their trip, all businesses were running again, and many of the ponies just pretended like nothing happened except for many of the stallions.

Noteworthy was happily trotting through town when a filly scout walked up to the stallion.

“Hey mister! How would you like to eat my delicious, moist, fresh, untouched and creamy cupcake with whipped cream and a fresh ripe cherry on top?” said the filly, in an almost flirty tone. Noteworthy’s eyes went wide in terror.

“NOOO!” he yelled, before running away as fast as his legs could carry him. The filly looked on with confusion.

“I guess he’s allergic to cupcakes.” The filly then took out a whipped cream and cherry-topped cupcake and began eating it forgetting that cardinal rule: don't eat the cupcakes you're trying to sell.

Elsewhere, another veteran of the heat season was found in an interesting situation.

“You want us to do WHAT?” exclaimed Cloudchaser and Flitter at Soarin.

“I want you to deny me the right to cum,” explained Soarin after instructing the mares to tie him to his bed. “Trust me...you’ll love it.” Both sisters just stared at each other.

“OH FUCK YES!” exclaimed a very excited Rarity, as her plot hole was being stuffed by Thunderlane. “Fill it with your cum!”

Thunderlane actually enjoyed his experience with Rarity; so much so, that he would meet up with her once a week, both of them alternating who would be dom and who would be sub. Although Rarity did have to learn a soundproofing spell so Sweetie Belle wouldn’t hear their loud moans and filthy language.

This week happened to be Thunderlane’s turn to be dom.

Big Mac decided to start a relationship with Fluttershy...although this time without the sex. They later found out that they actually did enjoy each other’s company, with Fluttershy doing most of the talking and Mac doing most of the listening. Although, they did make an agreement that when heat week came back next year...Mac would be there to help her.

None of Twilight’s friends got pregnant, Twilight managed to secretly use a birth control spell so that none of them ended up with foals. Much to the disappointment of Pinkie and Fluttershy, and to the joy of the rest.

At a saloon in Appleloosa, Braeburn was drowning his sorrows in sweet, hard cider.

“What’s wrong?” asked a mare, who sat down at the bar next to him.

“Oh...just dealin' with a recent rejection,” answered Braeburn as he turned to look at her. He saw a yellow mare with a brown mane and three horseshoes as her cutie mark.

“What happened?”

“Another mare rejected me because she thought I was a coltcuddler…I swear, why do ponies think I’m gay?!”

“Well I don’t think you’re gay. In fact...I think you’re the hunkiest stallion I ever laid eyes on,” complimented the yellow mare.
Braeburn could only blush and babble.

“Thanks...what’s your name by the way?”

“Ca- Toffee. My name is Toffee.”

“Braeburn. Nice to meet a pretty mare like you.”

Toffee happily smiled back.

“Well, I just finished running some tests...and I see no lasting side-effects to your gender change,” explained Twilight to Time Turner, who was back to being a stallion again.

“Well that’s a relief. I don't think I could handle being pregnant, it's just not my thing."

“However…”

Time Turner stared at Twilight with anxiety.

“...you said you were immortal, right?”

“Yes, and?”

“Well...according to the test results...you are aging normally again. You are no longer immortal.”

The stallion was trying to take in what he heard.

“So...I can finally live a normal life and grow old with my friends and lovers now?”

“It appears so, Turner.”

Time Turner was actually happy to hear that; he felt a large weight fall off his back as he could now live a normal life and settle down. The stallion then smiled and hugged Twilight tightly.

“Best news I have ever heard in my long, long life,” stated the stallion. His mind then wandered off to his old love, the one he still regretted ever breaking-up with, Ann.

“Ah'm a-comin’!” exclaimed Granny Smith, as she hobbled over to the front door. She opened the door to reveal Time Turner, who as nervously shifting on his hooves. “What do ya want?”

“Uh...I came here to talk to you.”

“About what?” said the old mare, slightly suspicious.

“Well...do you remember the time where you wandered into the Everfree forest accidentally, and you got lost, until you suddenly ran into a Timberwolf pack. You tried to run, but they quickly had you cornered, and just as you were ready to accept your fate, you felt something grab your hoof. You looked up and saw that it was a stallion...and that stallion told you four words that would change your life.”

Granny was stunned as she began to remember.

“I’m the Doctor...run!”

The old mare began tearing up. “Doctor?”

“Hello Ann.”

A single tear flowed down Granny’s cheek before she grabbed the stallion into a hug.

“Oh it’s really ya!! Oh...why did we break up all those years ago?”

“Because I knew that you’d just grow old and die, while I stayed the same age,” explained the stallion.

“Well...ya were a hard act t’ follow, breakin’-up with ya was one of my biggest regrets in my long life,” stated Granny.

“Mine too. I missed you so much.”

“Ah missed ya too.” replied the old mare, happy to be reunited with the stallion that forever changed her life.

Time Turner then gave Granny a tender kiss on the lips, the old mare quickly returned the kiss back, and pretty soon their kissing turned into a full blown make-out session. Granny quickly broke the kiss.

“Ah haven’t been kissed like that in years!” she said, with a big goofy smile.

The stallion just laughed in response. “Well then, get ready for much more...because I’m planning on getting back together with you.”

“What? Really?”

“I’m aging naturally again...which means I can finally settle down and be more open...and I thought I would settle down with you for your remaining years.”

“As long as yer at my bedside when ah die...ah don’t care if ya age or not,” stated the old mare.

The stallion just smiled, before bringing Granny into another kiss.

“I love you Ann.”

“Ah love ya too.”

They both kissed each other passionately. At the same time, Big Mac had just returned from the field until he came across a horrible sight: Granny making out with Time Turner.

“GRANNY! NOOOOO!” yelled Mac in horror, his eyes burning.

Braeburn and Toffee stumbled inside the apple farmer's home, furiously making out and groping each other. After a few hours of chatter and many drinks, they had both decided to spend the night together.

They climbed up the stairs, their faces hot with passion and alcohol. She was busy throwing the two pieces of clothing he wore off of him while he nipped at her flank and gave several kisses on her neck. They were both driving each other wild.

When they finally reached his room, a humble but cozy place, he pushed her on the mattress and kissed her like the horny stallion he was. Somewhere, in the depths of his mind, he thought this might be a bad idea. But that thought stayed where it was, and he was content with enjoying the moment.

After much groping and kissing, Toffee decided to get things moving and pinned Braeburn down. She immediately went for his cock, which had grown quite large from the previous teasing, and took the tip in her muzzle.

Having been a stallion not so long ago, she still knew what to do and what they liked. She sucked hard on the tip, flicking her tongue on it while still keeping him in her mouth, while drooling on his meaty length. She then looked up with a sultry smile and half-lidded eyes.

“Do 'ou lahk diff?” she asked, his cock muffling her words.

Braeburn gave a whinny at this, and a powerful snort accompanied a hungry gaze.

“Oh gawdess yes! Keep goin', that's heaven!”

Giving him a smile, she closed her eyes and bobbed her eyes on his cock, as if she were quickly nodding. And, of course, she made as much of a mess and naughty noises as she could, making him feel as if his cock was soaked and hear the sweet sounds of *gluck, gluck, gluck*.

'Oh mah stars she's good! Ah ain't gon' last long if she keeps goin' at it like this!

But as he felt his climax approaching, he put his hooves on her head and gave three gentle pats.

“Toff, Toff, Toffee! Stop!”

Curious, she popped him out of her mouth and looked at him with a curious expression.

“What is it, Braeburn? Am I doing something wrong?” she asked, slightly worried.

“Hay no, not at all, that was amazin'! I jus' wanna...return the favor, ya know?”

She blushed heavily at this, and looked to the side.

“You don't have to, I'm perfectly happy doing this.”

“But I wanna, so come on. Please?”

“..Alright,” she said with a smile, internally squealing with joy at the idea of getting pleasured as a mare for the first – and hopefully not last – time. They switched positions, and she slowly spread her legs with a tomato-red face.

Braeburn stared hungrily at her snatch, seeing the butter-yellow lips very wet and smelling like hot caramel as a delicious treat. He felt a bit nervous, scared of being inadequate compared to her, but he gave a breath of determination and slowly licked up her slit.

She almost kicked him in the face from that move alone. She never thought mares could be this sensitive. She felt as though a wave of heat was flowing through her after the feeling of being slightly parted by a tongue blew her mind. She started breathing heavily, and her lower lips got a lot wetter.

“You okay there, Toff? Did I hurt ya?”

“No! No, no, no you didn't keep going noooow!” she moaned, squirming to have his tongue inside her. When she looked down, she saw him staring at her with wide eyes.

“...When you're ready, that is,” she mumbled, looking away with folded ears.

He gave a small chuckle, turned on by her eagerness, and started getting in there. She started moaning loudly, biting her hoof and gripping the sheets as he went to town on her new body. His jaw started to hurt a bit, but the amount of juices he was lapping up made him push through and more enthusiastic about eating her out.

Toffee, on the other hand, was in heaven. There was a tongue inside her, and it felt amazing. Being pleasured from inside – as opposed to outside, which her stallion body didn't like much in the first place – was a brand new sensation, and much better than the alternative.

He went deep, curling his tongue along her fleshy walls and making her leak like a faucet. She couldn't really control the pleasure she was feeling, which is why she was taken by surprise when he licked a spongy part of her tight passage.

She gave several deep moans, wrapping the sheets around her chest as she came, a small squirt of cum shot straight into his mouth, and she trembled as though she was having a cold. She was brought back to reality when she heard Braeburn coughing.

“Oh, I'm so sorry about that! It's just- it felt so good and I'm new at this and-” she babbled, but went silent when he held up a hoof.
After a few seconds of clearing his throat, he gave her a smile.

“That? Shoot, I consider that a compliment! Caught me by surprise is all.”

“Oh, phew...sorry,” she said, giving him a sheepish smile.

“Nah, it's fine I tell ya. You were twistin' like a rattlesnake for a good minute or so, so I like to think I did a good job.”

“Ahaha, you have no idea how good that felt. Now,” she said, turning over and lifting her butt up in the air, “fuck me, and don't hold anything back.”

He stared at her while bitting his lower lips, staring at her ass with wide eyes as she shook it a bit, making the apple bottom jiggle in all the right ways. He went over her back, and guided his cock to her soaked lips.

“Ya ready?”

“Oh yeah I am. Do me now, and do me hard.”

He pushed in just a bit, in order to stabilize himself, while she was grinning like a cat.

Yes, yes, yes! I'm finally gonna get fucked like a proper mare for the ti- oh wait nope!

But it was too late to tell him to stop, as he thrust himself inside in one go, punching right through her hymen and reaching the deepest regions of her tight hole. The shock made him gasp in pleasure, while her knees almost buckled and she began hyperventilating.

It hurt so bad, and if she had been less wet it would be hell for her. She felt as though she had been punched from the inside, and a tear fell from her eyes as she hiccuped. The only source of pleasure she had at the moment was his presence deep inside her and the fact that it had been quick. If he had been slower, she might have backed out.

“Hey, are ya okay? Did ah hurt ya? Toffee?” he asked in concern, rubbing her back.

“It'll pass, just gimme a sec,” she panted, slowly adjusting to having a cock inside her. When she felt safe again, she gave him a nod.

“Just start gently, please?”

“Ah promise. Trust me, relax, and let me take care of ya.”

He withdrew himself very slowly, which made her gasp and cringe a bit from yet another new sensation, then pushed himself back in just as slowly, which reassured her and allowed the feeling to be more pleasurable.

“Thanks, that's much better. You can go a bit faster, but just a bit.”

“Alrighty then.”

He put just a tiny bit more speed in his movements, which allowed her to loosen up enough so that it felt good instead of too tight, and started building a slow rhythm. And he tried going slowly, but the feelings of warmth and tightness made him go a bit faster with every stroke. But she was used to it now, and she let her tongue hang out in the open.

“Are ya...hah...alright there, girl?”

“Aaah yeah, that's...hah...really good. Can you- hooo...go faster?” she asked, giving him a saucy grin.

“Yes ma'am” he replied, giving a long and strong push, which made her gasp in delight.

Eventually, his movements got faster and stronger to the point where she was reduced to a moaning, panting, gibbering mess under his hooves, which had grabbed her wide behind to allow him to penetrate her more. He gave fast and hard strokes, ultimately making her front legs give out to fall on her sides. At this point she was squealing in pleasure, her face buried in the mattress as he rammed her raised ass into the bed.

“Ya really like that...don't ya, girl?” he asked, feeling like a wild animal.

“Oh goddess yes, I fucking love it! Pound me, ravage me, fuck me HARD!” she yelled, smiling in delirious pleasure.

They went at it for another ten minutes of non-stop humping and bed creaking. They both felt their orgasm approaching, and he tapped her on the butt.

“Where do ah...finish?”

“Inside, inside me now! Cum inside me-eee!”

He felt his cock being gripped and covered with her warm wet fluids, and finally he hilted himself in one hard stroke as he emptied his balls inside her, shouting out to the ceiling.

“AAAAAH FUCK YES, DUUUUDE!” she yelled, as she reached her climax and gripped his meaty shaft with all her strength, staining his pelvis with a fresh coat of sticky sweet cum. They stayed still for a few seconds, until he pulled out of her a wet noise and she fell flat on the bed.

“How was...that?”

“That...was...incredible. Haha...come here,” she said, patting the spot next to her.

He lay down, wrapping a foreleg around her tummy and giving her a peck on the ear. She giggled, wiggled around a bit to get more more comfortable in his embrace, and gave a content sigh. It felt good to be a mare.

“Just one thing. Why'd ya shout 'dude' when ya came?”

Her eyes shot open, and she turned to give him a sheepish smile.

“I, um...tend to shout 'dude' when I'm really happy?”

He looked at her for a few seconds with an eyebrow raised, then gave a little chuckle and lay back down. She gave a shaky laugh, then snuggled into her lover, not knowing if this was a one-night stand or the start of something great. She didn't know if she cared at the moment, because right then she felt great.

As the Doctor and Granny Smith finished making out, she noticed he was now very very happy to see her, if what she felt poking her was indeed what she thought it was. He looked down, went bright red, and crossed his legs together.

“Ah yes, um...wow this is embarrassing. I'm just glad to see you is all.”

“Ah can tell. I still remember ya bein' mighty glad to see me back in the day, too,” she chuckled, looking down at his impressive length. “It's a shame we never got tah spend some quality time though.”

“...Something tells me we still do,” he said with a grin.

“Whadya mean? I dunno if yah noticed, but ah'm an old mare. I don't think about that stuff no more,” she said, giving a small sigh.

“Oh nonsense, I'm so old I should be dead by all rights. You look beautiful, Smith, and I mean that. And with this,” he said, pulling the metal wand out of his mane, “you'll feel like as fresh as the morning dew.”

“I dunno...can I trust yah? That thingymajig dun't look very safe tah me.”

“Nah, but it is relatively safe,” he chuckled, popping the device in his mouth and biting down on a button while pointing it at her.
For a second she felt nothing, then a wave of heat rushed through her body and she almost collapsed. She would have, if the Doctor hadn't caught her and rubbed her back while she panted.

“It's alright, it's alright. Hormonal excitation combined with a rush of endorphins caused by me tickling your pituitary gland should help-”

Before he could continue, she kicked his legs from under him, grabbed his tail in her mouth and rushed them up the stairs. By the time he could get a grasp of the situation, she was throwing him on her bed and climbing on top of him.

“You. Me. Now. And quit yer yammerin',” she growled, lust clouding her mind.

“Okay,” he squeaked, both terrified and turned on.

She grabbed his cock and shoved him inside her in one movement, making him shout out in surprise and causing her to laugh merrily. She giggled as she rode him, her passage surprisingly tight and oh so warm and wet.

“How...so tight?” he gasped, struggling to form a sentence.

“Years of applebuckin.”

She rode him for several minutes, giggling and panting the whole time. Sadly for them it didn't last long, and she came first with him following shortly afterwards. He lay there, looking up at the ceiling and gasping for breath, while she was sound asleep, with a small smile on her face.

Eventually he wrapped his forelegs around her and gave her a kiss on the forehead. He gave a small laugh, and whispered in her ear.

“It's good to be back, Ann.”

At the Royal Palace, Princess Celestia was on a treadmill, trying to lose all the pounds she gained during heat week from all that cake she ate. Luna was sitting at a nearby bench, to keep her sister company.

“You’re playing a dangerous game, sister.”

“What...do you...mean…?” asked Celestia, breathing heavily from the exercise.

“You control the sun, which means you can control the length and intensity of estrus.”

“Yes...and?”

“You purposefully made the last one more intense than usual, didn't you?”

Celestia immediately stopped the treadmill and got off.

“Oh, come now! What’s wrong with spicing things up every once in a while? It’s not like ponies have gotten hurt.”

“You should say that to the many stallions who got raped and now have to deal with an unwanted foal!”

“Those stallions chose to be raped!” (Noteworthy didn't. Flash didn't. And many more we didn't mention in this story.)

The blue alicorn just gave her sister a dirty look.

“You miss the days where mares ruled and stallions were nothing but sex toys, don’t you?”

“Well...it was the one thing of Discord’s rule that I liked! And I wanted it to continue when we took over...but then the stallions rose up in rebellion and demanded that an ‘Equal Rights Clause’ be added to the Equestrian Bill of Rights.”

“And you agreed to their terms because you were afraid that it would lead to the two of us being overthrown, because you would do anything, and I mean ANYTHING, to stay in power.”

“You know me too well, sister,” stated Celestia, ominously.

“Do I ever,” smirked Luna back.

Celestia picked up her towel, wiped her face to get rid of the sweat and walked out.

“See you in the morning, Lu-Lu.”

“You too...can’t wait to have this conversation again next year,” replied Luna with a smile on her face.

“Oh, me neither.”

They both said their goodbyes and go their separate ways.

THE END

Author's Note

Thank you so much for enjoying this story.

I would love to give all my thanks to DigitalNeo and Deadpony for the clop and editing.

Sorry for the long wait.

Thank you for all the likes and faves, thank you.