Escaping The Heat

by ADRNEL

Rating: mature
Tags: Thunderlane, Doctor Whooves, Soarin, Comedy, Caramel, Sex, Big Macintosh, My Little Pony: Friendship is Magic
Length: 27340

It is that time of year again and six stallions failed to get the memo. Now the six must work together to find a way to survive the week. But not all of them will survive.

It is that time of year in Ponyville... and six stallions have failed to receive the memo.

Now the six must work together to find a way to survive this week without being milked dry.
But not all of them will make it to the end unharmed.

[ Full stallion cast is: Big Mac, Caramel, Noteworthy, Soarin, Time Turner and Thunderlane ]
[ various mares from the show will make appearances ]

Intro and Chapters 1-2 co-authored with digitalneo
Chapter 3 onwards co-authored with Deapony

Story was originally uploaded onto digitalneo's profile. Moved here with his full permission.

Published 2013-07-26 04:20:02 UTC
Last updated 2014-01-04 23:22:12 UTC

Chapter 1

“Are we safe?” asked Soarin to Time Turner, as both hid inside the clock tower.

“I think so...as long as we keep our focus and don’t panic.” explained the brown stallion to his new friend. “How did you get the attention of those two mares anyways?”

“One night stand...” Soarin answered, with shame, “...then I promised them that I would take care of them during heat, not knowing that it was the next day.” he explained.

“Why would you promise that?!” exclaimed a stunned Time Turner.

“BECAUSE I THOUGHT THEY WERE PICK-UP LINES!” Soarin yelled. “Do you have any idea how long I’ve wanted to be in a threesome, with sisters?!”

Time Turner placed his hoof upon his face in shame for the pegasus. Suddenly, the brown stallion’s ears perked-up as he heard one of the mares yell from outside.

“Why are you boys hiding in there!” called Flitter, the need in her voice apparent. “My sister and I could use a helpful hoof. Cloudchaser added, “Pretty please!”

Time Turner and Soarin kept quiet for some time, they had hoped the two heated mares would lose interest and move on. Until.. they began to hear the sounds of moans outside.

“What’s that?” asked Soarin’, as he heard the moans.

“Oh no...” mumbled Time Turner, he knew full well what is going on outside.

The sisters had become too heated and had to satisfy their urges in any way possible. In silent agreement, they decided to satisfy one another, right there in the street.

Soarin’ was curious as to what was happening outside, and so he walked over to a small window and peeked outside. He was met by an unexpected sight. “No way!”

Flitter and Cloudchaser had backed up rump to rump, rubbing on each other roughly. Their tails were intertwined and rested on their flanks opposite the window. Soarin’ could see their swollen vulva pressed against the other when the two’s thrusts parted them slightly.

Soarin admired how the two pegasi flapped their wings backward as hard as they could, in an attempt to push harder against the other.

“Woah! Now that is a view...” he said to Time Turner quietly, not wanting to catch the mare’s attention now that they had begun. Soarin’ could feel as his erection grew at the display before him. His hoof had absent-mindedly made its way to his groin to aid in the process.

While Time Turner had greater self control than his current roommate Soarin’, he too was not immune to the moans which crossed the door to his ears. His own mottled erection began to make itself known.

“Hey! Get a grip Soarin’! Now is not the time to lose our heads.” he said, when he noticed what Soarin’ was up to at the window. To this, Soarin’ released hold of himself quickly, but could not help but notice the poor choice of words the tan colored stallion had used.

Soarin’ gave Time Turner a goofy look and gave himself a brief squeeze, as he raised an eyebrow.

“NOT what I meant...”

A change in the sounds from outside told the stallions the sisters had decided on a new form of stimulation. Flitter and Cloudchaser had laid themselves on the ground and interlocked their legs into a scissor position. The two gyrated their hips, their mounds pressed hard together. Sloppy, wet sounds could be heard amidst the moans.

The sister’s bucks became more fervent, eliciting greater and greater moans, until both screamed out in unison. Fluids sprayed from both the mares onto the other, creating a sticky pool between and beneath them. Despite the pleased and heavy lidded looks on the sister’s faces, it was apparent neither was satisfied from only one release.

“THAT’S IT!” announced Time Turner, who started to feel his self control crumble, to his new roommate. “Escape plan Theta Sigma!”

“Theta what-?” asked Soarin, who had no idea what Time Turner was on about.

He watched as the stallion trot to the middle of the room and open a hatch in the wooden floor.
“Emergency exit.” he pointed out to the pegasus.

Time Turner noticed how Soarin’ refused to move from his view at the window. He walked over to peeping-pony and grabbed him, dragging him to the hatch. “This tunnel leads back to my shop, we should be safe there, come along Soarin!” said Time Turner as he climbed down. He was followed closely by Soarin’, who shut the hatch door, reluctantly, behind him.

The attention of both mares was not on the two stallions who had just escaped, but was instead on the warm, wet embrace of the other.

“Hey Flitter, lets switch it up.” cooed Cloud-Chaser, as she recalled something she had done during her flight academy days. “Turn around and put your nethers above my face”. Flitter loved when her sister came up with ideas, particularly ideas that involved pleasure.

The two sisters began to lick at each other’s vaginas, tracing the outside lips before pushing inward to give light licks at their clits. Captivated by the sweet taste of the other, the two pushed their tongues further in, and performed slight twirls along their walls and buds. Not long after, they pulled the other harder and became more forceful, both desperate to cum again.

As both sister’s knew what would push the other over the edge, they each gave the other a nibble on their now sensitive clits, which caused both to shout in muffled ecstasy as they reached orgasm. The juices released by their intense pleasure poured from them, which both sister’s lapped up greedily, but soon both were too sensitive to continue.

Soon both sisters fell asleep, exhausted from their play.

-

“Why, oh why can’t I have an ordinary day!” mumbled a frightened Caramel, as he leaned against a wall in the alleyway. “Why did I forget to check the calendar? Today of all days!”

The yellow pony was immediately silenced by a slap to the face from Noteworthy.

“Get a hold of yourself!” he snapped, “This is not the time to panic!”

“I wasn’t panicking! I was complaining!” Caramel snapped back.

“SHUT UP!” yelled Big Mac, at the two stallions. “We need t’ work toget’er if we have any chance of makin’ it back t’ our homes untouched!” the crimson stallion sternly exclaimed .

“But how are going to do that Mac?” asked Noteworthy, incredulously. “It’s not like we can drink a potion that will repel horny mares!” he stated sarcastically.

Caramel suddenly received a flash of inspiration. “THAT’S IT!” yelled Caramel to the two stallions. Big Mac and Noteworthy just gave him confused looks.

The yellow stallion removed the library book he was going to return today from his saddlebag.
He opened the book to a page he had bookmarked.

“Here it is gentlecolts...the key to our safety.” Caramel happily announced to the other two. The two stallions gathered around him, curious. “This potion has the ability to turn all stallions into mare repellants that will protect them during this time of year.” he explained.

“How does it do that?” asked Noteworthy.

“By getting rid of the hormones that stallions seecret through their sweat, drives mares wild.”

“How come ah’ve nevah heard of such a thin’?” asked Big Mac.

“Because it is a risky potion...it comes with a 50% chance that it will turn the stallion into a mare...for a full week before the effects wear off.” Caramel explained.

“Well...I’d rather take a risk in drinking that potion if it means I get to survive the week without having all my bodily fluids drained away from me by a bunch of horny mares!” stated a determined Noteworthy.

“Whut are ta’ ingrediants?” asked the crimson pony.

“Sugar, a piece of a cloud, and one pinch of every spice. Along with a hair sample of the stallion drinking it.” stated Caramel.

“Well, what are we waitin’ fur, let’s go an’ do this be’fur a mare sees us.” exclaimed Big Mac, anxious. The other two nodded in agreement.

“But where are we going to get sugar?” asked Noteworthy.

“The candy shop of course!” answered Caramel.

-

As Lyra and BonBon pulled away from their passionate kiss, Thunderlane could see their tongues were the last to part, as strands of saliva hung between the two.

“Mmmm” said BonBon, as she savored the taste of Lyra on her lips, “Hey Lyra, what do you think of using the toys for our guest here?” Lyra couldn’t agree more. “Sure! I’ll get them now.”

Using her magic, Lyra opened a cupboard in the far back of the candy shop, where no customer would stumble upon it. Inside was a collection of sex toys that would make any mare jealous. Choosing her favorites she used to put on shows, she hovered them back out and laid them before Thunderlane.

he could only look in bewilderment as he saw two pairs of nipple teasers, two moderately sized black dildos, and one large double-ended dildo that ended in flaired heads on both ends.

“Lets turn these on, they feel so great!” said Lyra, enthusiastically.

Using her magic, she brought the nipple teasers to life and prompted BonBon to lift a hind leg. As she placed the devices onto her teats, BonBon immediately released soft moans of pleasure.
She did the same for herself, and soon both mares had a greater flow of fluids than before.

Thunderlane could only watch as the mares flicked their tails in joy as the sensations the little, buzzing toys gave them, and they all watched as his penis grew from it’s sheath steadily.

The mares each picked up a dildo and seductively ran it across their lips before they popped it into their mouths and granted it with a generous coat of saliva. BonBon moved to place it into Lyra’s waiting vulva, as Lyra did the same with her magic.

“Oh, that is hot.” whispered Thunderlane, as his penis gave a slight twitch.

The two vixen ponies smirked at his remark and began to slide their toys in and out of the other’s well lubricated hole. Combined with the constant teasing of their nipples and the dildos’ stimulation, both mares began to moan louder with each thrust. BonBon was the first to reach her orgasm, as she gripped the dildo tight with her internal muscles and released fluids around it. She screamed out in pleasure, which caused Lyra to quietly orgasm immediately after, her horn giving off a soft, golden glow as she too released fluids onto the floor.

The scent of the mares’ release was having a real affect on Thunderlane. His penis seemed to twitch all on its own, despite his best mental efforts to remain calm and not give in. He knew if he fell into temptation now, he would be trapped with these two for a long time.

As she Recovered from her release, BonBon noticed how Thunderlane seemed to be holding back. “Hey Lyra, I think our wittle Thunderlane here needs some more encouragement.”

Lyra thought the handsome pegasus was plenty encouraged as she saw how erect his shaft was, but was willing to play along. “Sure BonBon, lets use our biggest friend.” She said, as she gestured toward the double-ended dildo.

Lifting up in the air with her magic, the two mares backed into it from both ends, giving slight grunts at how it stretched open their entrances, despite the ample supply of lubrication. After a short time, the two were fully hilted and both shuddered at how full they felt. Squelching sounds echoed in the room as both Lyra and BonBon shifted on the large dildo.

Thunderlane couldn’t believe what he had just seen. His willpower was stretched dangerously thin, as he had just watched these two mares take something as large himself between them. His only hope was to hold out on cumming a bit longer and hope the mares tired out.

As they developed a rhythm, Lyra and BonBon pushed back on the dildo and coated it in liquid, which reflected with the sunlight in the darker interior of the candy shop. Both mares huffed and pushed back harder with each thrust, all while watching Thunderlane’s penis.

Together, the mares came hard and yelled out in pure pleasure as they slumped to the floor. As the two lay back in their afterglow, their juices pooled between their flanks, onto the floor. The large dildo still hilted deep between them, not likely to be removed any time soon.

Thunderlane saw his chance and took it. He ran out the back door of the candy shop, just barely on the edge of his own release. “That was way too close and you weren’t much help!” he yelled to his cock. His current escape helped to take his mind off things.

-

Big Mac, Caramel, and Noteworthy snuck down the various alleyways of Ponyville in order to avoid the main streets, for fear of being seen by a mare. After several minutes, they finally reached the back entrance to the candy shop.

“Bon Bon, and possibly Lyra, is likely in there so here is the plan: we are going to have to sneak in, grab the sugar, and run as fast as we can.” explained Noteworthy with a master plan.

“But what if they run outside after us?” Caramel asked, nervously.

“All unicorns an’ most Earth pony mares can’t bear t’ be outside in th’ daylight durin’ heat.” explained Mac. “It makes their condition worse.”

“Most Earth pony mares?” asked the blue coated stallion.

“Only Earth pony mares who are outside on a regular basis can stand daylight.” continued Mac. “An ah doubt Bon Bon is the type t’ work outside much.”

Before the three stallions could do anything, they heard a scream come from inside the candy shop, followed by the sight of a black pegasus with a blue mohawk, and a full erection. He had run out the back door and slammed the it shut..

“DON’T GO IN THERE!” screamed Thunderlane to the three stallions before him. He then took some time to catch his breath and let his heart rate return to normal.

“Well...it seems the candy shop is out of the question...” said Noteworthy, disappointed that things would not progress as planned.

“But where else are we going to get sugar?” asked Caramel.

Big Mac, Noteworthy and Thunderlane just gave the yellow stallion serious looks.

“You don’t mean?”

All three stallions nodded.

“You have got to be kidding me!” Caramel exclaimed.

-

Sugarcube corner...the last place any stallion wanted to visit during this time of year. It has long been rumored that the pink mare goes completely insane when in heat, and is into every fetish known to ponies, plus several known to Diamond Dogs.

“Do we really have to go in there?” stammered Thunderlane nervously to the group.

“Where else are we going to get pure sugar? At least we don’t have to deal with TWO mares.” stated a determined Noteworthy. “So, who’s joining me?” he asked to the group.

The three stallions refused to move at first, until Big Mac decided to step forward.

“At least I’m not the only brave one around here.” stated the blue stallion and nodded at Big Mac.

“Well excuse us for playing it safe you know!?” snapped Caramel, he always hated being considered a coward, especially when he was being brave in this situation.

“Most likely, Pinkie is locked in her bedroom with some poor victim, so the quicker we get in, grab the bag of sugar and get out, the better.” stated a focused Noteworthy, eager to complete the potion as quickly as possible. He and Big Mac trekked to the back door of the candy shop.

Noteworthy slowly, and quietly, opened the door which led into the darkened kitchen. The entire place now had an eerie look. “Coast is clear...” he whispered to Big Mac.

Slowly, they both walked inside and snuck about the kitchen. “You check the cupboards, I’ll check the pantry.” he whispered. Big Mac nodded and proceeded with the plan.

As Big Mac checked the cupboards, Noteworthy trotted quietly to the walk-in pantry. As he entered the pantry, he closed the door behind him, leaving him in the pitch black darkness.

“Where’s the damn light!” he complained. Suddenly, the lights turned on, illuminating the pantry.

“That’s better...” stated a relieved Noteworthy, who assumed it was Big Mac who had turned on the light, before he finally found what he was looking for; a bag of sugar.

As he turned around to leave the walk-in, he found himself face-to-face with his worst nightmare: a smiling, straight-maned Pinkie Pie. The stallion dropped the bag in fear.

“Hello!” greeted an excited Pinkie. “Hungry?”

Note just nervously side steps her. “Not at all.” answered the stallion.

“Well...thats too bad.” Pinkie responded, in an ominous tone.

Still in the kitchen, Big Mac continued to look through all the cupboards he could find, until he at last found a bag of sugar. “There ya are!”

“HELP ME!” yelled Noteworthy, wide eyed and panicked.“SHES GOT ME! SHES GOT ME!”

Big Mac turned to see the door of the walk-in pantry open, and the blue stallion who desperately tried to crawl his way out. He wasn’t sure what had happened, but it was clearly bad.

Noteworthy saw Big Mac had found another bag of sugar and called out to him.

“Don’t worry about me Big Mac!” he ordered, “Just take that bag and get out of here!” “Remember me for who I was!” he called out before he was dragged back inside the pantry.

“Oh, don’t be such a silly nilly,” giggled Pinkie, “You’ll still be the same you, only slightly more drained and tired and achy and maybe you’ll fall asleep and not know where you are when you wake up but don’t worry I’ll be there with you OK? Uh-huh. Yep.”

Noteworthy could only stare in confusion and panic as the pink fetishist rambled on.

Before he realized what happened, the scene suddenly changed to be a room in pink drapes, with a large pink bed in the middle, surrounded by party balloons. Devices, toys, and objects of all kinds hung on the wall. Notworthy could only assume they were all involved in sex.

“Welcome to my party room!” said Pinkie, as she bounced around the room. She then grabbed the blue stallion and tossed him onto his back, onto the large bed. “Lets have some fun!”

Pinkie saw that Noteworthy wasn’t aroused, maybe terrified, but not aroused.That had to be corrected. She looked around her room for something that could help this pony get in the right mood. “Aha!” she said aloud to herself, deciding upon one of her favorite fetishes.

“How would you like a pink cupcake with whipped cream? It’ll be really good!”

Noteworthy’s expression of panic became one of confusion and intrigue. He watched as the manic pony pulled out a can of whipped cream from somewhere and shook it lightly. She reached behind her and sprayed the whipped cream deep into and out of her pussy.

“Hehe, thats cold. Care to try that cupcake Noteworthy?” Pinkie said seductively.

She climbed onto the bed, standing over him, and lowered her rump above his mouth.

He saw the whipped cream between her heated lips and could not help but give her ‘cupcake’ a deep lick. It was sugary sweet with a tinge of salt, much to his liking.

Pinkie let out a “Ooooh” as she jumped at the sudden sensation of his tongue.

Hungry for more, he grabbed her hips and pulled her down on top of his face. This allowed him to push his tongue even further in after the sweet mixture of her arousal and whipped cream.

Pinkie began to squeeze his head tightly with her hips as his tongue probed deeper, hitting many of her sensitive spots. “Don’t forget to lick the cherry” she said in between heavy breaths.

Noteworthy took her meaning and focused his attention onto her clit. He began to softly suckle on it, which drove Pinkie over the edge. She gripped his head even tighter and she rode her orgasm on top of his face, her sweet juices pouring into his mouth and over his face.

As she came down from her bliss, she felt Noteworthy struggle for air beneath her. She giggled “Oopsy! Glad you liked your cupcake!” and then moved off top of him. “Oh. I see someone came out to play.” she said as she gave Noteworthy’s now fully erect cock a light rub with her hoof.

He hadn’t noticed his member had engorged so fully during the play. Getting into the fun, he grabbed the can of whipped cream and sprayed some onto the tip and along the side. Seductively, he said “Ms. Pinkie, would you like to try my banana split?”

“Oh boy, would I ever!” she exclaimed, before she dove mouth first onto his penis.

The strong suction her mouth created and the cool cream caused Noteworthy to tense in pleasure. Pinkie’s mouth brushed over every groove and vein, each bob of her head caused him to moan softly. After a few minutes of this, Noteworthy cried out he was about to cum.

Suddenly she took her mouth off of him, the sudden release of her mouth’s pressure allowed him to hold back. “Nope! I know a better place for your frosting to go.” she said as she positioned her plot above his now stimulated member. She guided his penis to her waiting hole and sunk him deep into her, until she was hilted to the base, his balls resting against her plot.

“Mmmm, that feels great! How about you cutie patooty?”

Noteworthy could only nod his head, preoccupied by the intense pleasure he now felt. After he took the time to adjust to the feeling, he began to buck his hips upward. This bucking was much to the delight of Pinkie Pie, who could only squeal in delight with each thrust.

He felt that familiar feeling of being about to cum and thrust up into Pinkie even harder. As he gripped her hips for his final release and pushed as deep as he could go, he felt her tighten around him as well, which pushed him over the edge. he shot thick rope after rope of cum into the pink mare’s womb, the feeling of which caused her to orgasm as well.

After Noteworthy spent himself inside her, they both fell sideways onto the bed with him still inside her. For the first time in a long time, Pinkie was quiet and content.

“Mmm Noteworthy, that was great.” she cooed. “Hehe, you know this is the of year is when the foals come to stay with all the parents. Maybe one will come to stay with us.”

The shock of realization he had at hearing that caused his deflating member to jerk slightly inside Pinkie. “A f-f-foal huh... I don’t know.”

She hugged him tightly and said, “Just think of all the fun we’ll have!”

-

Outside, Caramel and Thunderlane saw only Big Mac return from inside. He carried a large bag of sugar on his back.

“What happened to Noteworthy?” asked the pegasus.

“Let’s just git goin’.” Big Mac said with a serious look upon his face. Both stallions glanced at each other before they began to follow closely behind. They had lost Noteworthy.

-

“We’re here!” happily announced Time Turner as he opened the hatch to find himself behind the counter of his clock store. He then got up and pulled Soarin out. “You should be safe here with me until this whole thing passes.” the tan stallion assured the pegasus.

“Are you sure we’ll be safe here?” asked a nervous Soarin, not familiar with the place.

“I’m positive!” smirked Time Turner.

Suddenly, the sound of glass being shattered echoed loudly across the store Both stallions turned to see that a cyan pegasus with rainbow toned hair had just crashed through the main store window. She was laid on the ground, covered in small cuts.

Soarin and Time Turner cautiously walked over to inspect the likely injured pegasus, only to be caught by surprise as it quickly stood on all fours. It was clearly not pleased.

“I SAW HIM FIRST YOU DUMB SLUT!” yelled the pegasus to whoever was outside.

Both stallions realized this was not just a pegasus, but a pegasus mare. Not just any pegasus mare either, but it was in fact the one and only Rainbow Dash.

“The nerve of some mares...” mumbled a pissed off Dash to herself.

She turned to apologize for accidentally breaking the window, only to be met by the most unexpected, yet wonderful sight. Two stallions, one of them Soarin’ from the Wonderbolts.

“Happy birthday to me.” Dash stated with sinister intent toward the two stallions.

Both of whom now stared at her with fear.

TO BE CONTINUED...

Chapter 2

“So what are we going to do about Noteworthy?” Thunderlane asked Big Mac.

“Nothin’” Big Mac spat, “we need t’ focus on th’ mission.”

“Right...” mumbled the pegasus.

It was too late to save Noteworthy and Big Mac knew it.

“So...where are we going now?” asked Caramel.

“T’ find us a cloud.” stated Big Mac.

Big Mac, Caramel and Thunderlane had managed to sneak out of town and walk toward an open field. The three of them stopped there and looked upwards to the sky.

“How are we going to get a piece of those clouds from down here?” asked Thunderlane to the other two stallions.

Caramel and Big Mac gave the pegasus incredulous looks. After a short time, Thunderlane quickly put two and two together and finally realized that he was going to get the cloud piece.

“Oh...right...” sheepishly grinned Thunderlane.

“Don’t worry...” comforted Caramel. “...just fly up there, grab a large piece of cloud and do so before a horny pegasus mare catches you...no pressure!”

“Gee...thanks...” Thunderlane answered, deadpan.

The pegasus grabbed one of Caramel’s saddlebags, spread his wings and took off from the ground, leaving Big Mac and Caramel beneath him.

“Do you think he’ll make it back unharmed?” Caramel asked.

“Ah hope so.” was all the crimson stallion muttered.

-

“So...how are we going to do this?” grinned Rainbow Dash to both Soarin’ and Time Turner, who stood before her in fear. “One at a time, or both of you at once? ...because I prefer the latter oh so much.”

Rainbow Dash turned to show the petrified males just how eager she was. Her vulva glistened in the light from the broken window with large droplets of moisture, which converged at the bottom of her cleft and dropped to the floor.

Both stallions could see that she was clearly feeling the effects of heat. “So, who wants to step up and take me on?” offered Dash, still turned, each word uttered with a sexual tone.

Time Turner turned to Soarin’ and whispered, “When I order you to run... you run, got it?”

Soarin’ could only nod silently. “Good... now run!”

The two stallions split up and sprinted to opposite parts of the store. Dash heard the whispered voices behind her and quickly turned to see them gone.

“I love it when they run.” she mumbled to herself, thrilled with the idea of a chase.

Time Turner decided to escape upstairs to his loft and quickly ran inside. He locked the door shut behind him and looked to the wall beside it. “Oh calendar...I’m sorry if I disagreed with you!” said the stallion, an ode to the wall calender he unceremoniously threw out the window.

He hurriedly made his way to his bedroom from the entryway and dove under the bed. “I never thought I needed to use this again!” he stated to himself. He reached for a medium-sized, blue metal box. Just as he was about to open it, he heard the sound of something crash through his bedroom window. Curious, he crawled from underneath his bed to investigate. He looked up to see a cyan pegasus hovered above him.

“I win.”

-

Soarin’ had instead decided to run down to the basement. It was very dark, but he could make out bookshelves; filled not only with books, but with scrolls and other knick knacks. There were also racks full of clothing and costumes, and a basket of various random items; from a impractically long scarf, to a recorder, to an umbrella with a question mark shaped handle.

“What’s with all this stuff?” he said aloud, baffled.

He turned to the only light source in the basement, a small desk lamp which illuminated a small blue book. Soarin’ curiously, yet nervous, walked up and opened it to the first page.

“Time Turner isn’t his name?” mumbled the pegasus, after reading the page. “Huh... that’s new.”

“SOARIN’!” Rainbow Dash’s voice echoed, down into the basement. “Get your toned rump up here mister!” she ordered from upstairs. “I have your friend!”

Soarin’ really did not want to go upstairs and face the lust-filled Rainbow Dash.

“If you’re not up here within 10 seconds...I’ll just start rutting your friend here.” she yelled.
“You’re a stallion! You should know about a mare’s needs.”

The blue pegasus carefully climbed the stairs, not sure what to expect. After many anguished steps, He finally reached the main floor of the building. Soarin’ entered the main room, only to see a shocking sight; there was Rainbow Dash, one foreleg wrapped around Time Turner’s neck, the other touching his cock.

-

“Ah...here’s one!” Thunderlane exclaimed, as he saw the perfect cloud ahead of him. He gently landed on the cloud. He carefully took a piece of it with his mouth and placed it in the saddlebag.

“Oh... hi there Thunderlane!” exclaimed a female voice. The pegasus stallion quickly turned around, frightened, to see Derpy hovered in front of him.

“W-what do you w-want... N-now is not the time!” stammered Thunderlane, scared.

“But I really wanted to know if you had seen Time Turner.” asked Derpy. She felt ashamed of herself. She hated having these strange, lustful urges during this time of year. The sooner they were gone, the better she would feel.

Thunderlane quietly shook his head.

“Aw...I was hoping you knew where he was. I checked the clock tower earlier but all I found there were two mares passed out in the middle of the road. Maybe I’ll check the clock store.” stated Derpy to herself.

“Why do you want to see him anyways?” Thunderlane asked, curious.

“Because he has this magic screwdriver looking thing that can-”

“STALLION AT 12 O’CLOCK!” yelled a new female voice, which interrupted Derpy.

Thunderlane saw two pegasus mares, which appeared to be sisters, headed straight for him.

“Got to fly!” he stated before he zoomed off.

Derpy just stood there, confused, as the two mares flew past her.

“I’ll never understand why they don’t just go to see Time Turner.” mumbled Derpy to herself.

-

“I would rather have you to myself, but since I like you so much, how about I show some decency. I’ll let you decide the fate of not only yourself, but this poor stallion too!” hissed Dash,

It was clear to Soarin’ that estrus had greatly affected her mind.

“You can either give yourself to me and free him, or you can be a coward and abandon your friend to me. Either way, I’m getting my needs satisfied.” explained Dash. “You have until he cums to make your decision.”

She gave a quick grin to the light brown stallion in her grasp before she proceeded to tease his soft sheath. Her hoof made small circles around his groin until the captured male’s body began to betray him. His shaft made its presence known to the sex-crazed rainbow mare.

“Oh hey, look who came out to play.” said Rainbow Dash, “Not a bad cock you got there.”

Time Turner could only submit himself to the mare who had him by the neck, lest he do something to upset her. The feel of her hoof as it ran up and down his shaft wasn’t entirely unpleasant given the circumstances. Her hoof was rather soft despite the fact the mare was usually rather rough in all of her activities. He closed his eyes tightly in an attempt to block the observation from his mind, but the marvelous sensation could not be ignored.

She could tell the stallion wouldn’t win his internal struggle and prided herself on her expert hoofjobs. She decided to give the head of his dick a little attention, as he had begun to leak droplets of pre-cum. Each rub of her hoof across his sticky hole elicited a small moan from the stallion, who still fought to control his natural urges.

Soarin’ was unsure of what to do. He wanted to save himself and fly away to safety, but he didn’t want to leave a fellow stallion behind. Not today.

“Just go Soarin’!” exclaimed Time Turner, teeth clenched. “Save yourself!”

The timekeeper pony began to buck his hips against the devious mare’s hoof, now coated in his sticky lubricant. She ran her hoof in small, rapid strokes around the near-fully expanded crown of his cockhead and traced his rim.

Soarin’ began to panic and decided take a risk once he saw Time Turner was at his limit. His mind made up, he charged at Rainbow Dash with all the force he could muster and tackled her to the floor. Her grasp on the throat and dick of the stallion, who was very near-release, broke.
“Turner run!” yelled Soarin’ as he watched his friend get up, off the floor. “I can handle her better than you can, now go!” He held Rainbow Dash by the shoulders, down to the ground.

The stallion was shocked at Soarin’s courage.

“GO!” the pegasus yelled again.

Time Turner gave the brave stallion a final look of gratitude before he sprinted out of the building.

“Less talking...more rutting!” grunted Rainbow Dash as she took notice of the diverted attention of the stallion above her. Having trained in pony-fu, she executed an expert-level reversal technique, which left the wonder-bolt stunned and dazed beneath her.

“Alright... now that I have you where I want you, lets lay down some rules shall we?”
“One, you belong to me... Two, you will cum only when I say you can... Got it?”

Clearly intimidated by the forceful mare above him, Soarin’ nods his head in understanding.

“Good.” said Rainbow Dash. A large, mischievous smile on her face.

She took a quick look between the stallion’s legs beneath her and could tell he was more than a little excited about what was to come. Being the smooth talker Soarin’ was, he had never been the one not in control of a sexual situation, and it thrilled him.

“Well, I can see you don’t need any encouragement. How about a small reward?”

The cyan pony dropped her hips and trapped the stallion’s fully erect member between her flanks with a tight squeeze. Her fluids had begun to flow abundantly after her recent exertion of capturing her prey and teasing that other brown-coated stallion. His scent had really put her in the mood. Her fragrant juices coated Soarin’s cock as she slid up and down it slowly.

Soarin’ could only make small gasps as Rainbow Dash squeezed hard on him. She was hot, wet, and smelled of sweat and pheromones. The combination made him dizzy and horny. Before he knew it, his dick had begun to pulse with pre-cum and his moans grew louder with each stroke she made around him. Then there was nothing.

Rainbow Dash had released him fully and now stood above him with a smirk.

“Nope. Like I told you, you can’t cum. I’m not satisfied yet.”

His dick just stood there, as a cool breeze blew across it. The cold feeling calmed his pulses.

“How about something more exciting for me? You may enjoy it too.”

She positioned her pussy over his slightly softened erection and lowered her hips just enough to press his cock-head in and trapped it there. As she still had Soarin’ pinned, he couldn’t push himself further into her, despite his desperate urge to hilt her to the balls.

Her vaginal muscles flexed themselves around him and Rainbow Dash just enjoyed the feel of being stretched open by his re-stiffened phallus. After several moments had passed like that, she took one hoof off of his shoulder and put it to her hardened clit and gave it hard flicks. The combination of being stretched and her clit being stimulated brought her to orgasm, which released a flood of juices around Soarin’s cock-head and down his shaft.

Her pussy had clamped down hard and the wet sensation began to drive him to his own release, but Rainbow Dash could tell from her expertly trained inner muscles that he was about to cum. She pulled him free of her and looked down at her handy work. Soarin’s dick and exasperated balls shimmered in the low light, now coated with her fluids. His cock pulsed angrily.

“Mmm. A few more of those and I think I just might let you cum.”

The stallion had been stopped twice now and was desperate for his own release.

“How long will this mare keep up her teasing? She seems to be getting all the pleasure.” he thought, frustrated. It was no longer about escape from heated mares, it was about satisfaction.

Rainbow Dash proceeded to do as she had before and trapped his cock-head just inside her pussy. The mare wanted to keep this particular game of hers going as she could tell it made her stallion the most frustrated. She trusted he wouldn’t run off at this point and so she took her hind legs off of his and spread them wider, which allowed a bit more of the hungry cock into her.

Soarin’ noticed the extra freedom she had given him but simply laid there and allowed her tight hole to continue it’s massage of his cock-head. Again the mare took her hoof to her clit in order to push herself over the edge, but she noticed the stallion was about to cum before she was. Given no choice in the matter, she began to lift herself off of him again...

However Soarin’ had had enough of her torturous teasing and broke free of her arm that held him down by the shoulder. This threw the mare off balance and in her surprise, he grabbed her by the hips and forced his full length into her. His soaked balls slapped against her rump.

The sudden fullness pushed the mare over the edge and her orgasm flooded outward as she clamped down hard on his cock. Soarin’ could only groan in ecstasy at her increased tightness and pumped himself in and out a few times before his own release burst forth. His cock-head flared fully against her cervix and released a massive load of cum into the squirming mare. Pulse after pulse pushed into her womb and down around his member. Concerns of a possible pregnancy were nowhere in his mind.

Soon the two were spent and they collapsed to the floor, coated in cum and mare-juices.

-

As Big Mac and Caramel waited for Thunderlane to come back, they made small talk.

“So, favorite meal?” asked the yellow stallion to Big Mac.

“Waldorf salad.” answered the crimson stallion.

-

“Where did he go Flitter?” asked one sister to the other. Both pegasus mares urgently looked for Thunderlane, but they had lost him in the chase.

Little did the sisters know that Thunderlane was closeby. He had hid behind a large cloud.

“I don’t know...but I’m getting tired of all this hard work. The fun we had with each other earlier has left me drained.” explained Flitter to her sister Cloudchaser.

“So... go home and do it again?” Cloudchaser asked.

“Definitely!”

Thunderlane gave a sigh of relief. “Thank goodness!” he exclaimed, as he gently flew down to the ground. He found himself in a Ponyville alleyway. “Looks like I have to refrain from flying for a while, don’t want to bring any more attention to myself.”

As he trotted down the alleyway with a piece of cloud inside his saddlebag, he was eager to be reunited with Big Mac and Caramel. The fear of another encounter with mares had him anxious. Just as he turned the corner, a large, brown-coated body bumped into him heavily.

“Oh...I’m so sorry!” exclaimed the stranger.

“Time Turner?” asked Thunderlane.

“Oh...Thunderlane, so good to see a fellow stallion.” stated Time Turner, relieved.

“The same to you.”

“HEY GIRLS! I think I heard something down here!” yelled a new female voice in the distance.

“We’ve got to hide!” exclaimed Time Turner. As the two looked around for an escape route, they spotted a round building across the way. It’s doorway was open, but it appeared dark inside. The timekeeper grabbed the pegasus by the shoulder and pointed toward the door.

“Quickly, in there!” he whispered.

The two stallions sprinted over and dove inside, before they locked the door behind them.

-

Back at the field outside of town, Big Mac and Caramel continued to wait on Thunderlane.

“What’s taking him so long?” asked the yellow stallion. “It’s only a cloud!”

Big Mac had begun to suspect the worst for the pegasus.

“I can’t wait to find a stallion. Its been too long since my last rut!” yelled a mare in the distance.

Both stallions heard the voice and quickly looked to each other in panic.

“We got t’ hide!” exclaimed the crimson stallion.

“But what about Thunderlane?” asked Caramel.

“No time!” ordered Big Mac. Caramel followed his lead as they sprinted into the woods for cover.

Little did both stallions know, a mysterious, cloaked figure had been watching them.

-

“I can’t see a thing!” complained Thunderlane, as he whispered to Time Turner.

“Just let me find the light switch.” stated the other stallion. The brown pony managed to find a light switch and flipped it, which made the dark room bright again.

Both Thunderlane and Time Turner looked around to find that the room they were in had dresses, mirrors, and ponequines in every direction. They had stumbled into a boutique.

“How did we end up in a dress shop?” asked Thunderlane.

“Let’s get out of here!” Time Turner exclaimed.

Just as Time Turner was about to make a run toward the door, he felt his legs fall out from under him. All four of his legs had been tied together by a purple ribbon, with bluish magical hue.

“It’s unforgivable for a gentlecolt to leave a lady behind during her time of need.” said a sophisticated voice.

Time Turner looked up to see Rarity above him. Out of the corner of his eye, he could make out Thunderlane had also been tied up, with a white ribbon.

“So... how are we to do this?” asked the sophisticated unicorn. “Not only did you two try to abandon a damsel in need... but you also broke into somepony’s store. Not only is that unforgivable... but also illegal!”

“Why me?” muttered the brown stallion. This was officially the worst day of his life so far.

Rarity heard the stallion mumble to himself and used her magic to lift Time Turner off the ground for a brief moment before dropping him to the floor. “You’ll speak when spoken to prisoner!” hissed the unicorn mare. “You two must be punished to the fullest extent.”

For the second time today, Time Turner was deathly afraid of what was to happen next...

TO BE CONTINUED...

Chapter 4

“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!!!

Chapter 5

Both Caramel and Time Turner were holding on to each other for dear life, bracing themselves for a brutal rutting from Sassaflash.

BONG!

A loud metallic noise rang out, followed by a loud thud. Both stallions opened their eyes and saw the pegasus mare unconscious on the floor. Standing over her was Granny Smith holding a frying pan.

“Can’t ya see them boys have been through enough already!” spat the old mare at the unconscious Sassaflash, as she placed the frying pan down.

“Mrs Smith?” asked Caramel.

“Ah suggest ya boys git yer stuff an’ git outta here!” warned the old mare, “befo’ she wakes up.”

“Uh...thanks, come along Caramel!” stated the brown stallion to his friend. The two stallions packed up their things and the potion, then ran out the back door to the fields.

“Ah swear, th’ hornier them mares git, th’ stupider them stallions git,” mused Granny Smith while watching the two stallions run off.

-

Caramel and Time Turner both settled down in the far fields of Sweet Apple Acres, once they were sure no mare was around to bother them. Both stallions leaned up against an apple tree as they sat down, breathing sighs of relief.

“That was a close one!”

“I know...anyway, what did you see in that mare when you two dated?”

“Well...I always did have a crush on her before we started dating. She actually made my days better,” explained Caramel. “And she was the first marefriend I have ever had.”

“Was she your first...time too?” asked the brown stallion, twirling a hoof.

“No...I actually rutted several mares before, plus a griffin, but none of them led to anything romantic.” Caramel then decided to ask Time Turner a question.

“Tell me Turner...who was your first rut?”

“Believe it or not it was with a farm mare I met a long time ago, named Ann,” answered Time Turner with a smile on his face.

“Ooh...I never pictured you as the romantic type,” smirked his friend.

“We met, we fell in love, we dated and we had sex.” stated the brown stallion with a neutral expression.

“So what happened to that relationship?”

“We got into a fight and we called the relationship off...strange, because to this day I don’t remember what we were fighting about. A 500 day romance...gone with a single argument.” the timekeeping stallion decided to ask Caramel a question. “How did your relationship with Sassaflash end?”

“I fell in love with another pony. And not just ANY pony...but a stallion.”

“You’re a coltcuddler?”

“Well...he is the first and only stallion that I became attracted to, but I don’t think that will qualify me of being a coltcuddler...I still find mares attractive,” explained the yellow stallion. “I broke up with Sassaflash just so I could get closer to him. The funny thing is...is that I don’t even know if he’s even attracted to stallions.”

“Why don’t you ask?”

“ARE YOU KIDDING?!” snapped Caramel. “I’ll die from the sheer embarrassment and awkwardness if I asked him that question!”

“Okay, okay...so what got you into potions all of the sudden?”

“Well...I wasn’t always into potions.” began Caramel. “I borrowed that book ‘101 Basic Potions’ from the library so I could make a love potion to attract him...but then I found out that it doesn’t work if the two ponies are of the same gender, and then I tried finding a potion that could turn me into a mare...permanently.”

“But the potion we just made runs the risk of turning a stallion into a mare.”

“Yeah, but only for a week! I want a potion that can change me into a mare forever...so I can be with him!” the yellow stallion continued. “I even came up with my new name if I became a mare: Toffee.”

“Woah there Caramel...” exclaimed Time Turner, trying to take in what he was hearing. “What you’re saying is madness! You really want to make such a drastic move...all because of a single stallion?!”

“I’M TIRED OF BEING A STALLION!” snapped Caramel. “I’m tired of never being taken seriously by mares, I’m tired of the way stallions get treated, I’m tired of being in the minority!” the yellow stallion then angrily bucked a nearby apple tree.

“Calm down!” Time Turner then got up to cheer up Caramel.

“Plus...I was always jealous of the fancy dresses mares get to wear...so beautiful, so elegant...sometimes I felt like mares get the fancy stuff, the make-up, the perfume, the dresses, the shoes...so fancy and so beautiful...unlike the ordinary, plain, unappealing suits and ties that stallions always wear.” the yellow stallion looked at the ground with sadness.

“I’ll have you know my suits and ties are very nice, even if I don’t wear them often,” he chuckled. The he just stood there, silent, rubbing Caramel’s back for comfort.

-

“Gotta find stallion!” mumbled a desperate sounding mare as she trotted all over the apple orchard. “Ah can smell em’.”

-

“It’s okay Caramel. I know you’re upset, but right now we need to test out the potion to see if it works,” stated Time Turner.

The brown stallion then rummaged through Caramel’s saddlebag to find the potions book. He took the book and opened it.

“Hmm...let’s see,” stated the stallion while reading the book. “ ‘Warning: effects take an hour to fully develop, effects may also be nullified when skin is exposed to fresh water.’ ”

As soon as he read that line, the brown stallion heard the distant rumbling of thunder. He could see storm clouds forming on the horizon.

“You have got to be kidding me!”

The brown stallion quickly opened the flask containing the potion. “Caramel...the potion won’t start working until at least an hour after consumption, and it can be nullified when skin meets fresh water.”

“Yeah...so?” asked a confused Caramel.

“Look!” Time Turner grabbed Caramel’s head and pointed it towards the storm cloud filled horizon. “I seriously doubt we have an hour!”

Caramel’s eyes shot wide from the realization and quickly started helping Time Turner get ready, by grabbing two smaller flasks for each of them to drink the potion out of.

The brown stallion quickly poured half of the potion in his flask before pouring it in Caramel’s.

“We drink the potion and run back to the barn before the rain falls,” instructed the brown stallion. The other silently agreed, before quickly guzzling down his portion of the potion.

“YUCK!” exclaimed Time Turner. “Tastes like cough syrup...but with hair!”

“Worth it!” stated Caramel, he was just about ready to drink the potion until he was tackled to the ground.

“CARAMEL!” exclaimed a shocked Time Turner as he saw a most frightening sight; Caramel pinned to the ground by a lasso wielding Applejack.

“There are times where a hoof ain’t gonna cut it,” growled the orange mare to the stallion below her.

Thinking quickly, Time Turner grabbed an apple from the ground and threw it at the mare...hitting her rump. “HEY!” the mare exclaimed turning to Time Turner.

“Uh oh.”

Suddenly, Caramel used the distraction to shove Applejack off of him using his hind legs. Both stallions gathered their things into Caramel’s saddlebag and quickly sprinted off.

“They’re gonna pay for that!” mumbled an angry Applejack as she got up from the ground.

-

“Where can we go?!” exclaimed Caramel, panicking as both stallion continued running.

Time Turner noticed the sky slowly get covered by gray storm clouds. “Well...we can’t go to the farmhouse...Sassaflash is there!”

“So what are we going to do?”

“Hide in the Everfree forest. It’s our last resort.”

“YEEHAW!!!”

Both stallions looked back to see Applejack gaining on them, swinging her lasso. They both panicked at the sight and try to pick up their pace.

“I should’ve stayed home today!” exclaimed Caramel. Suddenly, he felt something pull on his hind leg and quickly fell flat on his face, with the saddlebag landing in front of him.

“OW! NO, NO NO NO!”

“CARAMEL!”

“Just keep going Turner! Just go and hide somewhere before the rain falls!” pleaded Caramel as he was dragged away from his friend and towards Applejack.

Time Turner could hear the sound of thunder get louder. He used that as his cue to pick up Caramel’s saddlebag and sprint away towards safety. “I’m sorry...I’m so sorry,” he muttered to himself as he could hear the cries of his companion fade away.

-

“Ya know, ya coulda saved yerself a whole lotta time if ya had just let me grab ya without a fuss,” said Applejack with a smile, as she dragged her victim towards the barn. To his credit, Caramel had put up a good fight, but now he was simply laying on his back with his four legs tied together and staring at the grey sky.

“Yeah, well, I have my own preferences, and I like to think I put up a good fight for them,” he replied with a resigned voice. He had given up on escaping, but he had decided to make the best of the situation. As the old saying said: ‘When Celestia gives you bananas, make a fruit salad.’

“Ya got guts, ah’ll give ya that, but preferences, shmeferences. Ah know darn well yer gonna enjoy this. Ah got somethin' special planned fer us. Hey Granny!” she yelled, waving to the elderly mare sitting on the porch.

“Heya, Jackie girl! Have fun, ya hear?”

“Ah will!” she hollered, while Caramel, whose entire face had gone red, muttered a grumble of embarrassment.

“Get ready fer the ride of yer life,” she said with a husky voice. And with a wink, she pushed the barn door open with her head before tossing him in a stall. She then picked up a second roll of rope, and carefully tied his legs to four poles she had prepared in the corners of the stall. Once that was done, he was laying on his back with nothing to protect his crotch area.

“Hoooo yep, Ah have been waiting for this all season. Now just enjoy yerself, it’ll be easier fer both of us,” she said with an honest smile, before slowly lowering her muzzle to his legs. He started breathing heavily, and he couldn’t help but feel overpowered as this strong mare was more than willing to pleasure him (even though he had been hogtied in less than a minute).

And so she did, licking his sheath with a slow but firm rhythm while slowly inching her own hoof closer to her nethers, which had gotten even wetter and warmer after she started pleasuring the stallion. Having this much power over a male was a pretty hot feeling for any mare, but Applejack enjoyed it even more, given the fact that she was as strong as your average stallion, if not more so.

It was therefore not a surprise that it only took a few seconds for Caramel’s cock to grow to its full length, and Applejack couldn’t help but moan as she looked down at her stallion, who was tied up, sweaty, breathing heavily, and whose erection twitched a bit every few seconds while it lay on his stomach.

“That’s a mighty nice cock ya got there, Caramel. Ya shoulda let me catch you a LONG time ago,” she said, legitimately impressed by what she was looking at. Why did the quiet ones always have the best surprises hidden up their sleeves -or sheaths, in this case ?

“Well...maybe you should have tried harder when you wanted to catch me,” he smirked, even though his bravado was a pretty thin facade. Applejack -or any other mare in her situation- saw this, and smirked.

“Ooooh, look at mister Hard-To-Get, tryin’ to make me all worked up. Well guess what, sugarcube,” she said, grabbing his erection with her hoof, “ it didn’t take me long to get ya hard, so let’s see how long ya last. ‘Cause to me, right now, yer full’a hot air. Think ya can handle me?”

The logical thing to do was to admit that he was just trying to be brave, and just enjoy her favours. But, as most people know, males will never back down from a sexual challenge. So it was only logical that Caramel replied, with a cocky grin…

“Bring it on, mare.”

Applejack simply stared at him with wide eyes, before she chuckled and started slowly sucking on his erection. Slowly at first, then faster, and faster, until Caramel’s breathing got heavy and fast. She bobbed her head steadily, letting her tongue sloppily run all over his cock. He was slightly ashamed about being dominated this easily, but the only thing that kept him from coming was his stubbornness, and the thought of the stallion he loved.

Applejack, on the other hand, was both aroused and annoyed by his endurance; he was clearly going to outlast her when it came down to the last part, which was a good thing, but it was frustrating to see how well he was taking her teasing. Plus she was tired of having a cock in her mouth. So she popped the soaked rod out of her mouth and took a few breaths, while Caramel was left aching, but proud of himself for lasting this long -which was a surprise for him as well.

“Alright fine, ya got some endurance, Ah’ll tell ya that,” she said, eager to continue, “but I’mma get ya. Just ya wait.”

And with that, she moved the ropes around so that he was sitting on his flank while slightly leaning backwards so that his upper back was against the wall, with his legs spread wide open and his forelegs pointed upwards. She straddled him, giving him a big ol’ grin before reaching between her legs and putting the tip of his cock on her lower lips. She then leaned forward, stared into his eyes, and gave him a peck on the muzzle.

“Yer mine,” she whispered, before sliding herself down, all the way in, in one fluid movement. Caramel opened his mouth to give a silent scream, then took a few quick breaths while Applejack was moaning with satisfaction, slightly breathless, and she rolled her hips to get used to his presence.

“Mmmm, that’s nice…” she mumbled, the heat in her loins having lessened somewhat. She then lifted her rump up, and slowly lowered it while keeping Caramel’s length inside. She started slowly at first, so that they could both revel in the feeling and get comfortable. Then she sped up, more and more, until she was bouncing on his cock at a fast pace.

Applejack fell prey to a soft warmth which spread throughout her body, and the feeling of having Caramel’s cock plowing her insides was surreal. In fact she felt slightly dizzy, and she buried her face into his neck to steady herself and take the opportunity to nibble on him a little. This made her catch Caramel’s smell: sweat, dirt, and sweet-meal biscuits - for some reason. She used to think that the term ‘going wild’ was bullhockey, but at that moment she felt herself losing some coherence in her thoughts.

Caramel.His cock.His scent. Mine. Fer me. All mine…

Caramel, meanwhile, was enjoying himself for several different reasons: apart from the ropes he was feeling great, he was pleasing a mare; Applejack, no less, and he was clearly winning this race to the orgasm while still thinking about his crush. He had no ill feeling toward Applejack, since he might have to experience the heat if he ever became a mare, but he couldn’t let himself forget the stallion he wanted.

That is, of course, until she went to nibble his neck. While his ears were the most sensitive part of his upper body, he now had a clear view of Applejack’s rear bouncing up and down, and up and down, and he found the sight to be incredibly hot. And he felt bad for letting his guard slip, because the feeling of an oncoming orgasm hit him so suddenly that he gave a little yelp.

“Aaah..ya like that, huh…” she moaned in his ear, which only made him shiver in anticipation and lust.

“Agh...yeah I do…oh...”

“Well go ahead then- aaah...and let yerself goooo~ ♪”

If they had a clock nearby, they would have noticed that they had been mating for twenty minutes straight, and the fact that Caramel’s cock was absolutely soaked heralded the end of their sexual tug-of-war.

“Oh...maaaa...GAWDESS!”

Applejack had finally reached her limit, and she felt her pussy grip Caramel’s cock with all it’s might, her fluids running down his meat stick, his balls, and into the straw underneath them. A couple of seconds later, Caramel could only let out several grunts of pleasure as he felt his sperm almost shoot up her snatch, only to have it crawl down his shaft and leave a floating sensation for her.

He had ejaculated so hard his ears were ringing for a minute, but when he came back to his sense he chuckled softly.

“So...aha ha...how ‘bout that hot air, huh Applejack...Applejack?”

He was only met with a small snore, Applejack having passed out from all the stimulation and the force of her orgasm. She was still straddling him, but she had just collapsed on him to start a long nap. He gave a small laugh, and after struggling with his bonds for a bit his forelegs were free and he simply laid down and took her in his forelegs.

He looked down at her face, and found that she was actually pretty cute. Applejack was a rough and rowdy mare, but in the end she was still a mare, and a very pretty one too. He wished he would be as cute as her when he became a mare. So he smiled, kissed her forehead, and fell asleep.

-

Time Turner left the orchards and entered the Everfree forest, desperately looking for shelter from the rain. He continued sprinting deeper and deeper into the forest, until he began hearing the sounds of moaning.

“Help me!”

The stallion looked to see Zecora, tied up with crazy eyes and her body shivering.

“Rut me, please!” she begged, too desperate to care about rhyming.

The stallion could see the zebra’s privates winking and leaking juices. He slowly backed away from the desperate zebra without saying a word.

-

Time Turner had no idea how long he has been wandering around in the Everfree forest. But he knew that rain could fall at any minute...he continued his desperate wandering until he suddenly felt the ground fall out from under him and began his tumble down another steep hill.

The stallion landed hard on a puddle down below.

After getting his bearings straight, the stallion slowly got up to find himself wet. “No...NO!” yelled a shocked Time Turner, his fur matted with water meaning that the effects of the potion were cancelled Suddenly, to add insult to injury, rain quickly came pouring down hard on the stallion.

“AHHHH!!!!” yelled the stallion to the sky, crying. “IT’S NOT FAIR! IT’S JUST NOT FAIR!”

He just laid down on the ground and curled up into a ball as the rain continued to fall hard on him. “All that work...all that effort...for nothing.”

He continued lying there for a few minutes before coming to a full realization. “I might as well accept my fate...I’m going to get rutted...and there’s nothing I can do about it...so I might as well go into town, let myself get captured by a mare...and get it over with,” the stallion slowly got up, picking up his fallen friend’s saddlebag, and walked off back to Ponyville.

-

The sky was dark and stormy by the time he reached Ponyville. Rain continued to fall as he trotted into town, only to find it deserted. He reached the town square in the middle of town and stopped in his tracks.

“ANY MARE OUT HERE?!” yelled Time Turner to the sky. “My name is Time Turner...I am a stallion...I am the timekeeper of Ponyville, I run a clock store and maintain the clock tower...and I haven’t been rutted yet.”

He just stood there in the rain for several minutes.

“Well...congratulations Mr. Turner,” mused a mare. The timekeeper turned around to see Carrot Top and a group of mares, all of them looked like they’d been through hell, standing and slowly surrounding him. “I’m surprised you managed to last this long without getting rutted, why didn’t you stay indoors like all the other males?”

“Because I threw out my calendar. Too straightforward to my liking,” mumbled the stallion with shame.

“Must be heartbreaking seeing all of your friends get rutted one by one until you’re the last one standing?” Carrot Top asked.

Time Turner then began to think about all the stallions he met.

Soarin and how he sacrificed himself to Rainbow Dash, Thunderlane who couldn’t escape Rarity’s wrath, and Caramel, the stallion who brought the group together, captured by Applejack.

“Look…” began the stallion, “...if you want to rut me, go ahead and do it, it’s pointless resisting okay? I don’t care if we do this one, two or ten at a time, just rut me so I can move on with my life.”

The group of mares quickly huddled amongst themselves to work out how they should to this and in what order.

“Okay...we’ll let the mares who have gone without sex the longest so far go first, and we’ll do this two at a time, the first one will use his top half and the second one his bottom half then rotate.” All the mares agreed to that proposal.

“Berry, you’ve gone the longest without a good rutting, you’ll go first,” stated Carrot Top to another mare.

Berry Punch calmly walked up to Time Turner, both of them soaked from the pouring rain. “Ready for a rutting Mr. Turner?” asked the purple mare.

The stallion was ready to accept his fate.

“OH TURNER!” yelled a new voice coming from the sky. All the mares, plus Time Turner looked up and saw Derpy flying down towards them. She gently landed in front of the stallion. “YAY! I FINALLY FOUND YOU!” the pegasus mare quickly grabbed the stallion into a tight hug.

“Derpy?” Time Turner asked, confused.

“Oh...and thank you for letting me use your magic screwdriver, it worked wonders, now I no longer have the urge to rape a stallion!” Derpy then took out a strange looking device and gave it to Time Turner.

The stallion was in shock, he never expected for his luck to turn so quickly.

“What is that, Mr. Turner?” asked a confused Carrot Top.

“Something that has always been by my side for centuries, a parting gift from an old friend.” explained the stallion.

“Wait, centuries?”

“Yeah,” interrupted Derpy. “He’s immortal,” she answered.

All the mares looked at Derpy and Time Turner in shock. “But...how…?” exclaimed Carrot Top.

“Confound it Derpy, I told not to tell...oh well, that cat’s out anyway. Starswirl made me this way...by accident,” explained the stallion. “Every decade or so...I would move to a new place and assume a new identity. Time Turner is not my real name.”

The mares couldn’t comprehend what he was saying. “Is there any proof that you’re immortal?”

Time Turner was about to answer, before another voice interrupted him.

“THERE IS!!!” Everyone turned to see Soarin flying in with a large book.

“Soarin?” Time Turner was in shock to see him again. “But-?”

“No time to explain,” the pegasus stallion whispered to Time Turner before turning his attention to the group of mares. “This book right here is a diary that covers about a thousand years of history,” he plopped the book down to the ground.

“In fact...according to the inside first page...this was a birthday gift for the one and only Starswirl the bearded. Who Time Turner at the time affectionately referred to him as ‘Daddy Discord’.”

All the mares gasped in shock.

“Well...I only called Starswirl that because he loved to pull pranks and cause mischief. That was before he became the infamous creature he is today,” explained Time Turner, holding the book with a distant look in his eyes.

“So…” began asking Berry Punch, “...how old are you exactly?”

“Not sure...I lost track...but I would estimate myself to be a little over a thousand years old.” answered the brown stallion.

“WHO CARES?!” yelled out Carrot Top. “We’re still going to rut you! Berry start things off!” ordered the mare.

“No,” answered the purple pony.

“NO?!”

“I don’t care how horny I am...this whole thing is becoming sad...we’re letting ourselves be slaves to our urges and it’s wrong!” explained Berry, feeling ashamed of herself. “Ransacking Zecora’s home, leaving her tied up, auctioning off Big Mac for his body...this has gone far enough.”

“WHAT?! But I formed this group to help us satisfy these urges no matter what the cost!”

“Well...so far apart from our respective special someponies, we have yet to rut a single stallion,” explained Roseluck. All the other mares agreed.

“So...we’re just going to go home and give up?” asked a shocked Carrot Top.

All the mares agreed with that statement. “Beats getting turned into a statue from that cockatrice.” exclaimed one of them.

Carrot Top just looked at them with offense. “You are all nothing but wimps; what happened to reliving the days where stallions were treated as nothing but sex toys huh? I thought you all wanted that!”

“Yeah, as a FANTASY!!!” spat Roseluck. “And nothing more.”

Time Turner, Derpy and Soarin just looked on as the rain finally stopped.

“WAIT!” exclaimed the yellow mare, “COME BACK!!!” As the group started leaving and the skies began to clear. “We have two stallions here just waiting to get rutted!”

Carrot Top just turned to face the two pegasi and stallion. “YOU RUINED EVERYTHING MR. TURNER!!!”

“You ruined it yourself!” snapped Soarin. Time Turner just held him back.

“Easy there Soarin,” the brown stallion said, then turned to Carrot Top. “I think I have a way to make you feel better Miss Top.”

“And what’s that?”

Time Turner just smiled and turned on the magic screwdriver, the device giving out a consistent tone, and pointed it towards the yellow mare. He gave her a grin, and uttered a single word.

“Geronimo.”

He then pressed a button, and the tone increased in intensity. For the first few seconds nothing happened, but then Carrot Top began feeling warm. Then warmer. Then REALLY warm. She started fidgeting, and a tickling sensation started attacking her lower lips.

“Wha...what are you-aaah~”

She felt her snatch getting wetter and warmer, with small drops falling to the ground below, and she felt her insides getting tighter and tighter. Time Turner just kept grinning, while both pegasi stared at her with a red face and stiff wings.

“Oh goddesses this is soooooo good…don’t stop,” she moaned, her vision getting blurrier as her legs felt weak. She was practically soaked by this point, both from the rain and her own juices. She squeezed her hind legs together, trying to achieve an orgasm faster.

“Oh damn, here it comes, I’m gonna...cum...AAAAAH!”

And so she did, and the magical device had been the first thing to have ever made her squirt. Her juices splashed the inside of her thighs, and Carrot Top moaned for a solid minute before her forelegs gave up and she kissed the ground, ass up, having orgasmed so hard her ears were ringing. Despite being caught off guard by the forced squirt, she had just received the best orgasm EVER.

“Oh...wow…” exclaimed Carrot Top as she lied on the ground in a daze, basking in the afterglow of her orgasm.

“Yeah, nothing some intimate stimulus and an overload of endorphins can’t fix,” chuckled Time Turner.

“Damn. So...what now?” Soarin asked the brown stallion.

“Do what we did last year...go home and stay indoors...there’s still six days left of this you know?”

“Okay...then that’s my cue to-”

Suddenly, a bright purple light appeared in front of the three. They looked on in awe as a unicorn mare suddenly popped into existence right in front of them.

“Cool!” exclaimed Derpy.

They saw that this wasn’t an ordinary unicorn mare, but instead, a crazed looking, bug eyed Twilight Sparkle. “WHERE’S MY BOOK?!” exclaimed the desperate lilac unicorn.

The brown stallion looked around for help, only to find that both Derpy and Soarin were gone.

“You’re on your own dude!” yelled Soarin’s voice from the sky above.

Twilight immediately spotted the saddlebag that Time Turner was carrying. “GIVE ME THAT SADDLEBAG!” her horn glowed and the saddlebag was ripped off of the stallion with her magic. She immediately opened the bag to find what she was desperately looking for: the potions book.

“FINALLY!! I CAN FOCUS ON MY STUDIES!” exclaimed a crazed, wide-eyed Twilight, one of her ears twitching.

Time Turner was about to say something to her, but suddenly felt a sharp pain in between his hind legs, like a burning sensation coupled with a massive amount of pressure on his stallion parts. The pain was so great that the dropped to the floor.

“AHHH~~~ It hurts!!!”

The pain was getting worse and worse as it slowly spread across his body. His crotch area especially felt like it was on fire. He felt every part of his body twist, bend and shrink.

Twilight looked on with distress, unsure of what was happening to him.

“HELP ME!” yelled Time Turner in pain, when he suddenly realized that his voice was getting higher. He could also feel his snout slowly changing. He really didn’t want to see what was going on between his legs.

Soon, he found his vision going dark, and the last image he saw was that of Twilight standing over him with confusion, fear, and a hint of curiosity.

TO BE CONTINUED...

Author's Note

The next chapter is the last chapter.

I hoped you enjoyed the story so far.

And if any of you said that it was Time Turner that was going to turn into a mare...you win.

Final Chapter

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.

Introduction

It was another beautiful morning in Ponyville.

In a small cottage near the edge of town, a stallion by the name of Caramel awoke and walked downstairs to grab breakfast. “Today is going to be a great day!” exclaimed Caramel to himself, his daily mantra.

Breakfast was a simple affair for the stallion, as per usual. A bagel and a cup of coffee. Immediately followed by a quick shower.

“Hmm...any errands for me today?” thought Caramel. He suddenly realized that he indeed had something to do today; he had a library book to return.

He grabbed the library book from the bookshelf in his living room and placed it in his saddlebag before heading out the door.

He hadn’t noticed his wall calendar with the entire week circled in red marker. The word “IMPORTANT!” written across the circled blocks.

-

At another part of town, Time Turner had just finished his breakfast and began to get ready to work on his many watch-making orders he had to fill today. He also had to perform his daily morning clock tower inspection.

“Ah yes, a beautiful morning...but I can’t help but feel that there is something important I need to remember about this date.” states the brown stallion while getting his tools ready for his inspection. “Why did I throw out my calendar again?”

He thought back to several weeks ago, when he threw the calendar out the window because he didn’t ‘agree with it’.

Time Turner shrugged off the thought and head outside into the unusually bright and glaring sun.

-

“BIG MAC! BREAKFAST!” yelled Granny Smith from the kitchen. she had just finished making some apple pancakes and her grandson was not at the dinner table as usual. Upstairs, Big Mac had begun to towel himself off after taking a shower and got ready for another day at the farm. He had to pay extra attention to his groin, his member fully enlarged due to another of his many fantasizes of one of the hundred or so mares in town.

“There’s a lot of trees to buck today.” he thought, as the large, red coated stallion put on his trademark yoke. He happily worked his way downstairs for breakfast, only to be met by a strange sight; he seemed to be the only one, besides Granny Smith, at the breakfast table.

“Granny? Where’s AJ an’ Apple Bloom?” asked the stallion, a little worried and curious.

“Apple Bloom is on a class trip, campin’ remember?” answered the old mare, as she placed the food on the table.

“An’ AJ?”

“At th’ far fields as usual this time of year.” she explained.

“Oh...” quietly stated Big Mac, before serving himself some pancakes. After a few moments of thought, “TIME OF YEAR?!” he yelled. “WHAT DAY IS IT!?” he desperately asked Granny.

“Monday.” calmly answered Granny. “This reminds me of th’ time ah met an off duty Royal Guard when ah was younger during this time of year...”

“NO!” yelled Big Mac, not wanting to hear another saucy story of Granny’s younger days. He quickly ran out the door before the story got any more disturbing.

-

“Today is a great day.” stated Caramel, happily, walking through the streets of Ponyville, not noticing the fact that the streets were empty. “Ah yes...so peaceful today...and so-” he suddenly realized what he had been saying and quickly noticed that he was the only pony in the middle of town. “-quiet.” Ponyville was now a ghost town for some reason.

“Hello?” said the stallion, very nervous. Ponyville is never this quiet.

“Help...me...” gasped a female voice from an alleyway. He heard the sound of labored breathing.

“Who’s there?” he asked, as he cautiously walked up towards the alleyway.

“Just a mare ...in need.” moaned the voice. Caramel continued toward the alley, and peaked his head behind some garbage cans.

“WHAT THE-” exclaimed a shocked Caramel, upon seeing a very strange and disturbing sight; a mare masturbating in an alleyway. This was not just any mare, but Daisy.

The pink coated mare was on her haunches, as she furiously stroked her hoof against her vulva. Her body seemed to shake with each pass and her forest green mane swayed back and forth with the effort. A moan escaped her mouth with each quiver of her sex, gradually becoming louder and louder.
Caramel could only stand there in shock at what unfolding before his eyes.

After a few minutes of this intense self-pleasure, the heated mare began to focus solely on her clit as she winked involuntarily. This caused her voice to raise to near screams. Caramel could feel his penis as it slowly emerged from it’s sheath, obviously pleased by the situation at hoof.

“Oh, Oohhh, OOOHH!” screamed Daisy, as she reached orgasm. Fluids erupted from her exposed nethers, coating her legs and the alley floor in front of her. The scent of her sex became heavy in the air, which affected Caramel even more than what had transpired before him.

The feeling of his erection as it slapped against his belly awoke him from his daze.
“Oh wow. You don’t see that every day,” Caramel said shakily. “I better get moving before anypony sees me in my present.. condition.” He quickly trotted off towards the library to get his errands over and done with, before the day got any more weird.

-

At the Ponyville clock tower, Time Turner had just finished his daily inspection, and was packing up to get ready for his day at the clock store. He walked out of the tower and was about to lock the door, until he heard distant screams. The brown stallion turned around to see a strange blue pegasus, as it flew towards him.

“HELP ME MAN! HELP A FELLOW STALLION OUT!” he screamed, as he landed in front of the time keeping stallion.

“And you are...?” asked Time Turner, confused.

“Soarin...but that’s not important right now...YOU GOTTA HELP ME!” the pegasus yelled in desperation.

“With what? What’s going on?”

“I CAUGHT THE WRONG SIDE OF THE CALENDAR!” quickly replied Soarin.

He pointed towards the sky urgently. Time Turner could see in the distance two pegasi, as they flew towards them. “I WASN’T HERE!” he yelled before sprinting inside the clock tower. Luckily Time Turner hadn’t had a chance to lock the door yet.

“What in the world is up with him?” mumbled a confused Time Turner. As the two pegasi landed before him, he could see both were mares, who appear to be related. Both mares had a blue-ish purple coat, their hair a light-blue with white streaks.

“Where is he?” asked the one with a spiky mane.
“Who?” answered the brown stallion, confused .

“Don’t play dumb with us! You saw where he went...now tell us!” snapped the mare with a pink bow in her mane.

“Why are you looking for him anyways?”

“Because he promised us he’d take care of our needs this week!” the spiky maned mare urgently explained.

“What do you mean? What’s so special about this particular week?”

Time Turner began to suspect what might be going on. The two pegasi mares just gave him sultry looks. After a few moments, the stallion realized what had been going on.

“You’ve gotta be kidding me...”

“If you’re not going tell us where he is...then we might as well use you to take his place.” stated the mare with the bow, in a flirtatious tone. Time Turner could see fluid practically pouring from between their hind-legs, carrying their scent upon the air toward him.

The three ponies just stood there, awkwardly staring at each other. Time Turner then quickly came up with a brilliant plan, or at least a plan. “Hey! Is that Rapidfire I see flying overhead!?” pointed the stallion to the sky. Both mares looked up to see where he was pointing, this gave the stallion enough to time to sprint inside the clock tower and lock the door.

Inside, both Soarin and Time Turner breathed sighs of relief in relative safety..

-

As Caramel walked toward the Library, he luckily hadn’t encountered any other pony since Daisy. His erection finally began to subside after the erotic display of Daisy in the alleyway. Her juices being sprayed everywhere as she screamed out in ecstasy.

“Psst...Caramel...” whispered a voice from inside a garbage can.

Shocked at this possibility, he asked aloud, “A talking trash can?”

“No you dolt! It’s me,” the voice said. Suddenly a head poked up from out of the can, the can’s lid rested on top of it. “its Noteworthy!”

“Noteworthy? What are you doing inside a garbage can? And what’s that smell?” stated a confused Caramel, as his snout crinkled-up at the offensive odor.

“Don’t you know what this week is?” stated the blue stallion. “I’m hiding in here because no mare will be THAT desperate to rut a stallion who smells like week old cheese.”

“What are you talking about?” said Caramel.

Noteworthy was about to answer until a deep voice interrupted him. “Guys?”

Both Caramel and Noteworthy turn around to see Big Mac, as he breathed heavily behind them, having likely been chased himself. “Ah think it’s that time of year again...”

“What time of year is that?” asked Caramel, still confused.

“Heat week.” answered Big Mac, in an ominous tone.

Caramel thought back on his day so far and it all finally began to make sense.

“Buck!” exclaimed the yellow stallion.

-

Above the skies of Ponyville, a black stallion with a light-blue mohawk flew. He often went on flights to clear his head, as he enjoyed the cool breeze of the air rushing past. Suddenly his stomach growled due to hunger.

“All this flying is making me hungry apparently...” mumbled the pegasus stallion to himself before landing outside of Ponyville. “I wonder where I can get a bite to eat?” he thought, as he trotted along the empty streets until he came across a candy shop.

“I don’t think it would hurt to have nothing but candy for lunch.”

He happily entered the shop, only to find it empty from what he could tell.

“Hello? Anyone here? I’m kind of hungry!” he exclaimed.

The front door suddenly slammed shut and locked. The spooked stallion asked shakily, “Hello?”

“Did someone say...hungry...” whispered a sultry, female voice.

“I believe someone did...” answered another sultry, female voice.

The stallion saw two mares slowly walk into his vision... as they seductively sashayed their hips.

“What’s your name?” asked one mare. She was a light-tan colored earth pony with a pink stripe that ran through her dark, blue hair.

“Th-Thunderlane.” stammered the pegasus stallion.

“And did you say that you’re hungry?” asked the other mare. This one was a unicorn with an overall mint-color, a white stripe ran through her hair.

Thunderlane could only nod nervously in agreement.

“Bon Bon...” nodded the unicorn, toward the pony, who was her friend and roommate.

“Lyra...” nodded the pony toward the unicorn, who was her friend and roommate as well.

“Let’s whet his appetite by giving him a little show first.” said the unicorn, as she winked her eye.

“Let’s...” said Bon Bon in lusty agreement.

The two sex-hungry mares turned slowly, facing away from Thunderlane. They pulled their tails aside in opposite directions, which presented him with an eye-full of their plots. Their heated lips were slick with excitement, juices ran lightly down their legs.

Thunderlane saw that both mares were clearly in heat. The two casted sidelong glances at each other and smiled devilishly. They then turned their heads toward each other, and gave a look back at Thunderlane, before they pressed their mouths together in a passionate kiss.

“Oh,” mumbled a shocked Thunderlane. “Damn...”

TO BE CONTINUED...

Chapter 3

“Turner!? Turner!?” yelled Derpy, who was desperate to find her friend Time Turner. She felt her urges getting worse.

She then saw a pleasant sight: Time Turner’s clock shop. “Please be in there!” exclaimed the relieved cross-eyed pegasus. Derpy landed in front of the store, only to stumble upon an unusual sight, which was the main store window broken.

“TIME TURNER!” Derpy yelled with concern.

Derpy quickly flew inside to see nothing but the unconscious forms of Rainbow Dash and Soarin on the floor in front of her. “Oh my...I guess Dash finally found her stallion for the week,” Derpy blushed in embarrassment. “But where is Turner? I REALLY need to see him so he could help me!”

Derpy decided to check Turner’s loft upstairs. To her surprise, the door to Turner’s loft was unlocked. The grey cross-eyed pegasus cautiously entered the loft to find no sign of the stallion who owned the place anywhere. She continued her search until she came across Time Turner’s bedroom. She looked inside to find it empty, with a broken window and a blue metal box in the middle of the room. This box caught the attention of the pegasus mare.

“THERE YOU ARE!” Derpy exclaimed with relief.

The grey mare ran to the metal box and quickly opened it. Her eyes grew wide in awe at what was inside. “Yeah!” exclaimed a happy Derpy, “Come to mama!”

-

In the Everfree forest Caramel and Big Mac were hiding behind some bushes, and they could hear the sounds of several horny mares getting closer.

“What are we going to do now?” asked a worried Caramel, “What about Thunderlane? What about the potion?”

“Fer now we gotta assume that Thunderlane’s been rutted,” explained Big Mac, “and as fer the potion- ”

Before Big Mac could answer the question, a mysterious cloaked figure showed up between them, shocking them into silence.

“Do not be frightened my stallion friends: I am Zecora, here to save your ends!” exclaimed the stranger as she removed her hood, to reveal that it was indeed Zecora.

“Why should we trust you! You’re a mare!” exclaimed a frightened Caramel.

“One mare is better than many,” stated Big Mac.

The three of them continued to hear the sounds of several mares getting even closer to them.

“No time to waste my friends, we must escape, before those desperate mares feel the need to rape” exclaimed Zecora as she led the two stallions to a hatch in the forest floor. “Get in quick, with haste, or else all of your hard work goes to waste!”

Being out of options, both Caramel and Big Mac went into the hatch, with Zecora closing it after following them.

-

“Now my prisoners...who would like volunteer to face punishment first?” asked Rarity to the two tied up stallions as she walked over to a trunk and opened it. From the trunk she took out what appeared to be a saddle, a riding crop, ropes and blinders.

Time Turner knew what they were, they were used back in the days when Discord ruled; back when stallions were treated as property and only used for grunt work in the fields by day, and being forced to have sex with mares at night, day in and day out.

The brown stallion wanted to speak up, but knew that would mean certain doom for him.

“Punishment?!” exclaimed Thunderlane, who unknowingly broke a cardinal rule: don’t speak unless spoken to.

“Look at that! We have our first volunteer!” exclaimed an excited Rarity, “This is going to be so much fun!”

Rarity then used her magic to levitate Time Turner. “As for you...I’m saving you for tomorrow.” stated the unicorn before untying him and throwing him into a supply closet, followed by the saddlebag that Thunderlane brought with him. “Now stay still...I’ll be back soon to feed you and to give you your bathroom break.” Rarity gave a wink and locked the door, trapping Time Turner inside.

-

“So where were we? Ah yes, my volunteer. So kind of you...?”

After realising she wanted his name, Thunderlane snapped out of his stupor.

“Thunderlane. Now I know you, and every other mare in town, is in heat, but I’m sure we can-”

Before he could finish his sentence, Rarity gave him a harsh slap, which made him taste iron in his mouth.

“Silence, whelp! You should be honored that I even ask for your name!” she spat, looking down at him with demented eyes. “Now...kneel before me.”

“...I’m sorry what?”

Another slap.

“KNEEL, YOU PIG!”

To her credit, she could give a mean slap. But he was Thunderlane, the stallion with a mohawk and a huge ego, who didn’t take any crap from anyone. With that in mind, Thunderlane made the mistake of answering...

“No.”

The Carousel Boutique was eerily quiet for a few seconds, until Rarity gave a smile.

“Very well.”

Yes! Looks like I dodged -

His thoughts were interrupted when Rarity used her magic to flail Thunderlane with her riding crop, blow after blow hitting every surface she could. Thunderlane could feel nothing but a constant, sharp pain throb all over his body, and he couldn’t help but cry out in pain after a dozen hits.

“HOW *whap!* DARE YOU *whap!* TALK BACK *whap!* TO YOUR MISTRESS LIKE *whap!* THAT!” yelled Rarity, panting with both anger and arousal. She would not let anyone refuse her.

After a long series of hits, Thunderlane was left panting and crying on the floor, covered in sweat and bruises. Rarity, meanwhile, was rubbing herself furiously, enjoying the sight of a strong male reduced to a pathetic mess.

“Oh goddesses yes, I needed that. Raise your flank.”

Thunderlane’s eyes widened, and he made the mistake of hesitating. Rarity levitated her crop and touched the tip of his wings.

“Don’t make me whip you again, slave ~♪” she said in his ear, with a sweet voice.

Barely a second later, Thunderlane’s wings shot out and hit Rarity across the muzzle. She stood still for a few seconds, amazed by the fact that she got hit and by his large wings. She had never been hit before.

“Oh my. Those are some nice wings. I wonder what made you tick...” she wondered aloud, walking around Thunderlane to have a better look. She then gave a smirk.

“Let’s find out, shall we? Raise your flank.”

Thunderlane, whose tenacity had finally crumbled, immediately lowered his front and waited for his mistress to use him. She could see his heavy sack and his throbbing length dangling underneath. She giggled.

“Oh my goodness, you’re getting off on this? How amusing.”

She levitated the saddle and strapped it on his back, then used a blindfold to cover his eyes. Thunderlane remained quiet, panting with a big dumb smile on his face. She got on his back and leaned forward.

“It seems you have sensitive ears, slave. I suppose you deserve a reward for being so obedient.”

She started nibbling on the tip of his left ear, which drew out a long series of moans and grunts from the helpless pegasus. Suddenly, she used the riding crop to hit his flanks repeatedly while biting on his ear, which made the stallion whine like a dog.

“Oh there, there, shhh...” she cooed, licking his other ear. “I’ll take care of you.”

She used her magic to play with his balls and started nibbling on the tip of his wings, which reduced him to a mindless yet happy stallion. Drops of precum started dripping from the tip of his cock, staining the floor underneath. And yet, after all he had been through and being tied, he still stood on his hooves.

“Mmmm...such a strong male. Since you’re so different from my previous slaves, I’ll give you something special,” she said, while using her magic to untie him. “If you can show just how much you deserve it. Stand tall.”

He did, flexing every muscle he could, hoping to impress his mistress. Rarity, meanwhile, had made the saddle damp with her fluids, which came with the rush of having so much power over such a strong male.

“Try and shake me off.”

Instantly, he started bucking and thrashing, giving everything he could to get her off his back. This was useless however, as she used her magic to keep herself on the saddle. She only told him to move so that she could rub herself on the saddle. She then spanked him with the crop while licking his ears, making him neigh and rear up. She kept going like this, alternating between hurting him and fondling him, until he reached his peak, which made him scream out in shock and ecstasy. After a large amount of his seed had hit the floor, Thunderlane fell in the puddle of his juices, exhausted but happy.

“Bravo, slave, bravo. Now then, for the next step...”

She climbed off of him, took the saddle off of his back, and lit up her horn. A blue aura covered the stallion, and after a few seconds he was back on his hooves, clean, with stretched wings and a hard rod ready to go again.

“I’m going to enjoy this...” she purred, while licking her lips.

She raised her rump in the air, lifted her tail out of the way, and looked back at him with a sultry gaze.

“Mount me, slave. Make me yours, and leave me dirty.”

-

Underground, Zecora led Caramel and Big Mac through a passage, until the two stallions saw the zebra open a hatch above them. They saw her crawl out, and decided to follow suit. When they reached the top, the stallions found themselves in Zecora’s cabin.

“We have made it to my sanctuary, so you no longer need to be wary,” assured the zebra.

“But what about your urges? Why don’t have the itch to tackle us and rut us dry?” asked a suspicious Caramel.

“I am taking herbs to suppress my urge, anything to stop this annoying scourge,” explained Zecora. “You are free to stay here for the whole week, so your situation isn’t so bleak.”

Caramel still didn’t trust the zebra and whispered to Big Mac, “Are you sure we can trust her?”

The red stallion just gave a shrug. He looked around the room, only to find something unexpected: a large spice rack. Big Mac then remembered that spices were a crucial ingredient to most potions.

“Uh...Miss Zecora...can we borrow yer spices?” Big Mac asked the zebra politely.

“Of course you are free to borrow my spices, anything to advance your devices,” assured the zebra. She then threw Big Mac a burlap sack.

“Here Caramel, take one of ev’ry spice,” ordered the crimson stallion to his friend as he passed the bag to him.

Caramel reluctantly got to work in collecting the spices.

“ZECORA! GET YOUR STRIPPED BUTT OUT HERE!” yelled a female voice from outside. Zecora quickly looked out the window to see a group of about seven mares angrily waiting outside.

“Oh no! They know we’re here!” exclaimed a panicked Caramel. Big Mac quickly punched him the shoulder to silence him. “OW!”

“You two stallions go, I will go out to ask her what this is about,” stated Zecora to the two stallions. The zebra calmly walked out the front door, only to be met by the yells and protests from the group of mares.

“Okay now, where are the stallions you are hiding?” demanded a mare, who Zecora knew as Carrot Top.

“I do not have the stallions you seek, but you do look like you have reached your peak,” explained Zecora.

Carrot Top did indeed look worse for wear. “We mares here demand that you share with us the two stallions you may have in your possession! This is our one opportunity to experience the time when all stallions were good for was to plow the fields and to rut us mares blind!” said the yellow mare.

“YEAH!” agreed the mares behind her.

“And according to the laws of the period, all mares were required to share their stallions to any other mare that asks, especially during the week of estrus, and you, Zecora, are in violation of that law!” accused the mare.

“YEAH!”

“What you are talking about is backwards, and what you just said is wrong on many factors,” spat Zecora, disgusted by the way stallions were treated in the olden days.

“Do you want to know what the punishment was for any mare that refused to share their stallion or stallions?” asked Carrot Top.

The zebra just shook her head.

“Immediate confiscation of the stallion or stallions, or as they were known back then, property!”

Zecora was in complete and utter shock. “You considered stallions property?! Being treated really improperly?!” The zebra always suspected that they were some ponies, especially mares, who prefered those days, she just never expected that there would be so many.

“Last chance Zecora! Give us the stallions!” demanded the yellow mare.

The zebra just gave Carrot Top a dirty look. “All I see here are horny mares full of hate, and I will not leave any stallion to suffer such a fate,” she snarled at the mare.

The yellow mare was shocked at what the zebra said. “Okay girls! Tie her up and let’s storm the cabin!”

Several mares then grabbed Zecora and tied up her legs together with rope, while the rest, including Carrot Top, barged into Zecora’s cabin. Once inside, the horny mares ransacked the place looking for the stallions, but couldn’t find not a single sign of their presence.

“Uh...they’re not here ma’am.” said Roseluck to Carrot Top.

“DAMN! Zecora was a distraction so the stallions could get away!” the yellow mare stomped the floor in anger, and looked down to see a trap door beneath her.

-

In the supply closet of Carousel Boutique, Time Turner was busy getting himself ready for his inevitable fate: being rutted by Rarity. After hearing what Thunderlane had been through, he quickly decided to look at the saddlebag that the other stallion had with him. On the bag, there was a picture of three horseshoes arranged into cutie mark form.

“Wait a minute...I think I saw a pony with a cutie mark of horseshoes before.” he muttered. He then decided to check inside. “Is that a cloud? Why would Thunderlane have someone else’s saddlebag with a cloud inside?” Time Turner was confused. He digged around in the bag deeper to also find a book of potions. “What’s this?”

The stallion looked up to see a small window above him, open. This gave the stallion an escape plan.

“OH YES! RUT ME, SLAVE! RUT ME RAW!”
Rarity was shouting out obscenities, delirious from all the orgasms she had gotten. Thunderlane had been reduced to a sex slave by this point, and all he did was thrust his hips relentlessly into Rarity. He had been in her mouth, her pussy, and her plot hole, and he had orgasmed several times, only to be ‘recharged’ by Rarity over and over.

“Oooooooh, yes! I’m such a filthy filly! Tell me how dirty I am, slave!” she panted, with her tongue hanging out.

“Oh buck...” he replied, still bumping hips with her, “you’re a hot, wet, disgusting filly. So tight, and full of my cum...cum dumpster...oh buck...”

“Mmmmmm yes, buck me, cum inside me, I’m gonna cummmmm...”

Fluids were leaking freely, and they were both moaning and panting, moving back and forth as fast as they could to reach their respective peaks. Rarity got tighter and tighter, and Thunderlane moved more erratically and faster, until finally...

“OOOOOH, THUNDERLAAAAAAANE!” she screamed, as she squirted her fluids all over the floor. Thunderlane, because of this, let himself go and came inside her pussy, with so much cum shooting out of him that it started to leak out of her. Having finally reached their limit, they collapsed in a puddle of sweat and cum.

“So...full..Thunder...” she mumbled, before exhaustion got the best of her.

While they lay tangled on the floor, none of them noticed that the supply closet was now empty.

-

Time Turner was running through the empty streets of Ponyville, carrying Caramel’s saddlebag with him. “Must find Caramel!” exclaimed the brown stallion to himself.

“Hey girls look! A stallion!” yelled a random mare.

Upon hearing that outburst, the brown stallion quickly sped up his pace into a full sprint. He quickly found himself outside of town a short time later, but was too busy looking behind him for any mare that could be following him to notice a steep hill up ahead.

The time keeping stallion quickly felt the ground fall out beneath him as he quickly tumbled down the steep hill, before slamming into an apple tree below, quickly losing consciousness. An old mare soon showed up and stood over the sleeping stallion. “An’ on the first day, too.”

-

In the Everfree forest, both Caramel and Big Mac finally found a way out of the forest. “That was close!” exclaimed the exhausted yellow stallion. It was a crazy day for him as he saw the sun pass its peak. “So...what do we do now?”

“Ah don’t know...” was all Big Mac could say.

“What?!” shouted a shocked Caramel, “What do you mean you don’t know?!”

“It’s hopeless! We’re gonna get rutted by a mare eventually, ah just know it! This is only th’ first day for Celestia’s sake!” explained the crimson stallion to his friend. “First Noteworthy, now Thunderlane, soon it’s gonna be one of us next.”

“So that’s it? We just go back to our homes and stay inside until the week passes, like we did last year?” asked Caramel, not wanting to believe that all the stuff they had been through was for nothing.

Big Mac just sadly nodded his head. “Ah’m sorry...but ah have to get going home before night...th’ unicorns and th’ rest of them Earth ponies like t’ go out at night,” the crimson stallion then began his long walk back to his at Sweet Apple Acres, leaving Caramel alone.

“Well you know what Mac! I’m going to make sure Noteworthy and Thunderlane’s sacrifices weren't in vain! I will finish that potion, and I can finish it myself!” yelled the yellow stallion at Big Mac, who was still walking away from him.

Caramel just stood there, alone, with nothing but a sack of spices on his back, unsure what to do next.

-

In another part of Everfree forest Zecora was still stuck, with all of her legs tied together. She was on the ground in front of her cabin and she had trouble moving. All the mares had left her behind to find the stallions she helped. She could feel the herbs she took for the heat begin to wear off.

“Oh..my...urges are coming with full force! I’ll be desperate for stallions in due course!” she exclaimed, struggling to break free.

-

Big Mac was walking by himself back to Sweet Apple Acres, tired from what happened during the crazy day.

“AAAAAHH!” screamed a shrieking female voice. It sounded like it was pain. The stallion turned to the source of the scream to see that it came from a small shed. Curious, the crimson farmer slowly walked up to the shed and peeked through a window to see a heartbreaking sight: a yellow, pink maned pegasus mare named Fluttershy crying and masturbating.

The cute little mare had been going at it for a while, with swollen and pulsing pussy lips and juices flowing down her legs. The whole yellow hoof was being pushed in so hard Fluttershy was gasping for air as if her life depended on it. The little squeals that Fluttershy let out showed she was about to have an orgasm, and she took her hoof out just in time for the cum to spew out all over the place. One squirt, then another, and another. The little mare started to cry more and masturbate even harder.

“Oh please let me stop! Why can’t my urges go away!” cried out a desperate Fluttershy. She always hated this time of year and wanted it to finish fast. The worst seven days of the year for her.

Saddened and guilty, Big Mac went to the shed door and gave a gently knocks. “Are ya okay in there?” asked the stallion with concern.

“GO AWAY! LEAVE ME ALONE!” yelled the yellow pegasus from inside.

“But ya look like yer in pain! Are ya sure?” prodded the stallion.

“I’M FINE! JUST GO!”

Big Mac felt guilty, it wasn’t right to leave a pony in need behind and in pain. “It gets worse th’ longer you go without a stallion,” explained the crimson stallion. “Now let me in so ah can help ya.”

“NO! I DON’T WANT TO HURT YOU!”

“An’ ah don’t want to leave a pony in pain!” rebutted the stallion. “Now let me in before it gets worse!”

“STAY AWAY FROM MY SHED!” the desperate mare yelled. “LEAVE ME ALONE!”

Big Mac reluctantly decided to do what Fluttershy ordered and walk away, heartbroken and guilty. But just as he turned around to leave he saw Carrot Top standing in front of him.

“You’re mine!” exclaimed a grinning Carrot Top, before another mare placed a burlap sack on his head and knocked him out.

TO BE CONTINUED...