Tags: RDxTSxPP, TSxFs, futa, DP, bukkake, breast expansion, lactation, light bondage

Rarity cracked an eyelid open as she felt Fluttershy fidget beside her for the umpteenth time. “Really, Darling,” she sighed. “If there's something on your mind, you needn't hesitate to speak up.”

Fluttershy's head shot up abruptly. “What?” she squeaked. “I'm not— I mean, there's not anything on my mind!”

Rarity sat up straight and looked at her partner. “Darling, you've hardly said a word since we've started, not to mention you can't seem to keep still for ten seconds. Now, tell me, what is it that has you so distracted?”

“No, really,” she protested, fiddling with the edge of her towel. “It's nothing!”

“It's alright, you know. We're alone here, and you can trust me to keep a secret if this is personal.”

“Well, it's personal, but— I mean, no!” she squeaked. “It's not important!”

“Tell me.”

“No!”

“Tell me!”

“No!”

“Tell me!”

“No!”

For a moment, they were still, Rarity practically leaning over Fluttershy, who was turned and shrinking away. Then Rarity suddenly leaned back against the sauna bench. “Very well,” she said. “If it's not that important, then I won't pry.”

“Oh,” Fluttershy said, straightening up. “Okay. Sorry to be a bother.”

“Not at all, Darling.”

They were silent for a few seconds, before Rarity mentally facepalmed. What was she thinking, trying reverse psychology? This was Fluttershy she was dealing with, not Rainbow Dash! Still, she had to know. As Fluttershy's friend, it was her duty to find out what it was that was bothering poor Fluttershy so in order to help her with whatever it was.

She shut her eyes, relaxing against the sauna wall, but kept her left eye open a crack, watching Fluttershy carefully. She remained tense, glancing over at Rarity every so often.

Rarity resisted the urge to frown. Did she have something to do with what was bothering Fluttershy? She hadn't done anything to offend her friend, had she? Oh dear, she hoped not.

Then Fluttershy pulled at the edge of the towel wrapped around her body, peering down her own meager cleavage. It suddenly clicked in Rarity's mind as to specifically where Fluttershy had kept looking.

“Fluttershy,” she said out loud, startling the other girl.

“Eep! Uh, what is it, Rarity?”

She hesitated. “Are you... jealous of my size?”

“...squeak”

That confirmed it. “Darling,” she said, straightening up and looking at Fluttershy's flushed face. “I'm surprised at you! I'd never thought you might be discontented with your own size!”

“meep”

“Why, I can hardly imagine why anyone would want larger breasts aside from getting more attention from men!”

“I don't-”

“And there are plenty of other ways of attracting attention as well! Your slender figure alone is beautiful enough for any man, as far as I'm concerned! Why would you spoil that?”

“eep”

“You could easily become a fantastic supermodel if you wanted! And to be honest,” she continued, cupping her own plentiful mounds through her towel, “they can be quite a bother at times.”

“oh my”

“Not that I'd give them up for anything, but mine have the most bothersome habit of knocking over things at my workspace if I'm not careful. It can truly take me out of the zone.”

“that's-”

“I can hardly imagine how Applejack and Pinkie manage with theirs. Pinkie especially! I can't understand how she can bear to bounce around all day as she does!”

“squeak”

“And—“ Rarity's tirade cut off at the sight of Fluttershy trying to shrink into her own towel. “Oh dear, I'm not making you too uncomfortable with this talk, am I?”

When Fluttershy didn't answer audibly, Rarity let out a sigh, standing up, walking over to Fluttershy, and sitting next to her. She curled an arm around the other girl's shoulders. “It's quite alright, Darling,” she said soothingly. “There's nothing to be ashamed of. I'm your friend. You may speak freely with me.”

She held onto Fluttershy for a short while before she spoke up. “It's just—“ she started, tapping her index fingers together nervously. “Ever since I saw Twilight cast that spell, I've been wondering what it would be like to be... bigger.”

Rarity leaned back, looking directly at her spa partner. “Fluttershy, I meant every word I said, you know.” She brushed a stray strand of hair out of Fluttershy's face. “You needn't make any drastic changes to yourself. Besides, from my understanding of transformation spells, they are always only temporary.”

“Oh. That's good,” she replied, clasping her hands. “I mean, I don't think I could bear going outside with... bigger... parts. More people might stare at me...”

“Then why do you want them?” Rarity asked.

“I'm just curious, I guess,” she said, placing her palms over her own boobs. “Like, would they be more sensitive? How does it feel when they... bounce?” Her face flushed as she wrapped her arms back around her body.

Rarity scrunched up her lips, looking away. “Well, Darling, if you're so curious, why haven't you asked Twilight about it yourself?” she asked. “The picnic was nearly a week ago!”

“But— I can't!” she squeaked. “I don't want to bother her because of such a silly little thing!”

“Fluttershy,” Rarity reassured her, “Twilight is our friend! I doubt that there's anything that would keep her from offering help to any of us!”

“Fuuuuuck!”

“Wow, you really like that, don't you?” Rainbow Dash grinned, before groaning as she took in the sensation of having a cock hilted within Twilight's ass.

“Ooohh, yeah,” Twilight moaned, loosening her grip on Pinkie. She looked back at Rainbow with a steamy gaze, clenching her well-lubed hole. “I can't believe I forgot just how good this feels.”

“No kidding,” Pinkie giggled, giving Twilight's pussy a few short thrusts with her own dick. “I can feel you in there, Dashie!”

“Yeah, I can feel you, too,” she sighed contentedly. She wrapped her arms around Twilight's boobs and leaned down over Twilight's shoulder, giving her a peck on the corner of her lips and continuing to Pinkie, who met her in an eagerly sloppy make-out.

Twilight just sagged onto Pinkie, reveling in the feeling of two warm bodies wrapped around her, Rainbow's moist fingers playing with her nipples while they rubbed against Pinkie's, and the two foot-longs stuffed up both her lower orifices. She didn't revel in it for too long, though.

“Hey,” she said, interrupting her two partners. “Are you ladies going to fuck me or not?”

Rainbow pulled away from Pinkie with a messy bridge of spit. “Oh, just you wait,” she growled hungrily. “We're going to fuck your brains out!”

“We are?” Pinkie asked. “I dunno, that sounds messy. Twilight's got a looot of brain to—“

“God damn it, Pinkie!” Rainbow snapped, suddenly pulling her dick most of the way out of Twilight's ass. She reared up, moving her grip to Twilight's sides, and started ramming it back in and out rapidly. Twilight let out a breathless squeal, clutching at Pinkie's shoulders. Pinkie just giggled, before moaning at the feeling of Dash's cock moving so near hers. Eventually, she tightened her grip on Twilight's ass, thrusting into her herself, trying to alternate thrusts with Dash.

Twilight just sagged in bliss, even as Pinkie's tongue tried to coax hers out to play.

“Well, I guess you're right,” Fluttershy muttered.

“Look, Darling,” Rarity told her. “I can tell the thought's been distracting you for quite some time. After today's session, why don't you go see Twilight right away?”

“Eep! But I—!”

The thought suddenly struck Rarity that if Fluttershy were to go with such a request, Twilight might try to coax her into becoming her latest... friend with benefits. While Rarity wouldn't judge Twilight for her... lifestyle, she wasn't sure how well Fluttershy would react. “Perhaps I should come along with you, if you're too nervous?”

“Oh, no,” she said. “I don't want to bother you...”

“Darling, it wouldn't be a bother at all!”

“But, don't you have that big order from that client in Manehattan you need to get back to?” she asked.

Rarity flinched. Oh, so even as distracted as she was, Fluttershy had caught that? “Well, yes...”

Fluttershy was silent for a few moments. “It's okay, Rarity,” she declared. “I'll go myself.”

“R-Really? You're really going to go?”

Her face was flushed, but she nodded. “Just...” she mumbled. “Will she think I'm weird if I ask?”

“G- G- Gonna cum!” Dash yelled out, pounding her muscled hips against Twilight's.

“Me- Me too!” Pinkie squealed from underneath. By now, both of them were fucking in sync, driving both their cocks into Twilight together in long, powerful thrusts. All three of them were panting heavily, drenching the sheets with their sweat.

For a moment, Twilight didn't respond, slumped against Pinkie's boobs. Then, in a burst of activity, she suddenly lurched forward, pulling herself off of both dicks, which slapped together.

“Wha—?” Dash started, tipping forward as her grip slid away. Suddenly, a pink glow stopped her and pushed her up off the bed. She flailed her arms about until she planted her feet on the ground. “Twilight, what the fuck—?”

In a second, an equally confused but still excited Pinkie was standing next to her, both their painfully erect cocks pointed at the bed. Twilight settled down, sliding to her knees in front of them, and grabbed both cocks.

“Oh, fuck,” Dash groaned, leaning over Twilight, gripping the edge of the bed. Pinkie did the same, except she gripped Twilight's head in one hand. Twilight was jacking off both their dicks expertly with one hand each, easily gliding over their well-lubed lengths. Her tongue periodically flicked out over one of their heads. Within a few rounds, the licks turned into sucks, which jumped straight into deep-throating, Twilight easily swallowing each of their lengths up to where her hands remained wrapped around them.

“Holy shit, Twi...” Dash breathed. A thought occurred to her hazy mind. “Wait, you did ass-to-mouth?”

She felt Twilight smile around her cock before pulling off it. "I keep myself clean," she answered before immediately re-occupying her mouth with Pinkie's rod.

“Oohhh fuuck... Seriously going to come now.”

“Yeah,” Pinkie panted. “Here it comes!”

Twilight pulled back from Pinkie's dick, jerking both of them off rapidly. Her eyes flicked between the two of them, before she shrugged and stuffed both of them into her mouth.

“Gaaaauughhh!” They both screamed. Twilight could only fit a few inches in, but the warmth, the suction, and the feeling of Twilight's tongue and each other drove them both to their climaxes. She swallowed slowly, letting the rest of their combined cum splash around her mouth, enhancing their orgasms. Several spurts later, and she pulled them out of her mouth and began jacking them, coating her face, shoulders, and breasts in cum.

Once their orgasms died down, she leaned forward to lap at their final dribbles with her cum-coated tongue, and slowly stood up, pushing their hands out of the way. She sat back down on the edge the bed and, looking them in the eye, swallowed. Once her mouth was clear, she smiled. “Come on,” she said, thrusting her cum-soaked boobs out. “Clean me up.”

They couldn't comply quickly enough.

“Darling,” Rarity said dryly. “As far as that subject goes, I don't think there's anything in Ponyville she'd find weird.”

Twilight stepped out of the shower, still wrapping her hair in a towel. Stopping to look at her bed, she sighed. “As fun as you two are, you still have a ways to go in endurance.” The nude, sleeping forms of Rainbow Dash and Pinkie Pie didn't respond. “Oh well,” she shrugged as she rummaged through her closet for clothes. “We can work on that. In the meantime, books!” she said cheerfully, pulling on some underwear.

*knock knock*

“Or not,” she muttered, pulling up her skirt. Buttoning up her shirt on the way, she quickly started walking down hall to the main room, making sure to shut her bedroom door behind her. Just as she reached the front door, the visitor started knocking again.

*knock—*

Fluttershy squeaked as Twilight swung the door open.

“Fluttershy, we've gone over this,” Twilight said, smiling. “This room is a public library. You don't need to knock to come in.”

“Well, I didn't want to be rude...” she mumbled.

“If anything, making me walk that much further to let you in is what's rude.”

“Oh! I'm so sorry!” she squeaked.

“Fluttershy, that was a joke,” Twilight sighed. “It's no trouble, really. So, is there something you wanted?”

“Oh, I... um...” she trailed off, twiddling her fingers fingers nervously. “It's about... I...” She looked up, as if only just now noticing the towel wrapped around Twilight's hair. “Oh, I didn't interrupt anything, did I?”

“What?” Twilight jerked her head up.”Oh no, you came at the perfect time, actually. I had just finished showering.” She looked out the door past Fluttershy. “Do you want to come inside to talk about it?” she asked.

“Oh, um, yes please,” she mumbled. Twilight stood aside to let her shuffle into the library proper and shut the door behind them.

She pulled up some chairs at the central table, settled in, and turned to Fluttershy. “Okay, so what's up?”

“I... um... want you to... um... make my... boobs... bigger...”

Twilight leaned in with a confused look. “Say that again?”

“Can you please... um.. cast that spell... on my... boobs?”

“I heard something about a spell that time,” she said. “Come on, Fluttershy, you don't have to be nervous with me.”

“I... I...” She took a deep breath. “Please make my boobs bigger!” she shouted, before slapping her hands over her mouth.

Twilight's leaning forward rapidly turned into leaning backwards at the outburst. “You want me to do... that?” she asked, blinking owlishly. “Why?”

Fluttershy, still shocked at herself, only managed to mumble unintelligibly through her hands.

“I mean, I would've expected Rainbow Dash to ask me that at some point, but I don't get why you would.”

She raised her hands from her mouth slightly. “I want to know what it's like,” she squeaked out. “I... I remember you using it with Rainbow on that picnic day, and you both were enjoying it so much that I thought...” She abruptly straightened up. “I'msorryforbotheringyouI'lljustgoawaynow...” she rapidly spat out as she made for the front door.

A few steps later, she found she couldn't lift her feet. Looking down, she saw the glow of Twilight's magic surrounding her them, and they started walking her back to the table. Fluttershy could only squeak out halfhearted protests as her feet forcefully sat her in a chair facing Twilight, whose attention was on a book she'd magically pulled from a high shelf.

“There's no need to be nervous, Fluttershy," Twilight said to her reassuringly. "I'll gladly cast the spell on you. Though, actually, I think I can do a little better...” She opened the book and began flipping through the pages. “I had the spell ready in case Dash ever asked for it, but I think you'd enjoy a slightly different spell more...” She set the book down on the table and slid it over to Fluttershy, pointing at a diagram.

Fluttershy leaned over to look at it. A few seconds later, her wings sprung up as her face flushed.

Twilight giggled, grabbing the book back. “That's what I thought.” She stood up. “Come on, to the basement!” she declared, heading to the door down.

Fluttershy remained frozen at the table for a few seconds, her mind still trying to process what she was agreeing to, before jumping up and scuttling after Twilight. “Um, why are we going to your basement?” she asked as they descended down the steps.

“Because Rainbow Dash and Pinkie Pie are still in my bed, and I don't want to wake them up,” she answered. “The basement is the only other room with both space and privacy. I mean, besides Spike's room, and I'm not going to intrude there.”

The other girl just blushed, realizing that Twilight had been doing... things... with those two not too long ago. She focused on keeping her footing as the steps kept getting darker the further down they went. At the bottom, Twilight hit a switch on the wall, turning on three ceiling lamps dangling over the center of the room, illuminating a clean table and a few pieces of machinery. To Fluttershy's mild alarm (and excitement? Did she really feel that?), one of them had a cold metal table with straps perfectly positioned to bind someone down.

“Okay,” Twilight said, setting the book down and going over the entry one more time. “Right, I've got it down. Fluttershy, if you could stand right over there, please?” she asked, pointing to the very center of the room. She hesitantly shuffled there, glancing around at the shadows she was casting.

“Good. Now... wait,” she suddenly said. “You should probably strip.”

Fluttershy jumped, clutching her arms around herself. “W-What?” she squeaked.

“You saw the effects of the spell,” Twilight reminded her. “You'd probably tear your clothes if you kept them on.”

“B-B-But, can't you make them grow too?”

She shook her head. “The spell only works for living humanoids, which doesn't include your clothes,” she said. “Look, it's either keep them on and be unable to wear them after I cast the spell, or take them off now.” She paused. “Or you could back out now, if you wanted.”

“No!” Fluttershy said, with more force than she intended. She cringed slightly. “I mean... I'm going to do this, so...” she sighed, and began pulling her sweater off. “I guess it's only fair... I mean... because of the picnic...”

“Huh,” Twilight shrugged. “Didn't think of it that way.” She leaned back against the desk, watching as Fluttershy removed each article of clothing, trying to fold them nicely even while she tried to hide as much skin as possible. She raised a brow when Fluttershy stopped and straightened out, still wearing her lacy bra and panties. “You're going to keep those on?” Twilight asked. “Those are definitely going to get ripped if you do.”

“I... um...” she mumbled, before sucking in a breath, and reaching back to unhook her bra. Hesitantly, she pulled it off, but kept an arm up to hide her breasts. She slid her other arm down to hide her crotch as she slid her panties off, only letting a well-trimmed patch of pink show for an instant. She kept her eyes rooted to her feet, blushing furiously, even as she felt her nipples hardening under her arm.

Twilight nodded. “Normally, I would suggest you keep your arms out, but I think I've pushed you enough. I'll manage,” she said, to Fluttershy's gratitude. “Though you do look really sexy,” she added, to Fluttershy's embarrassment. “Just thought you should know. Now, hold still...”

Fluttershy squeezed her eyes shut, trembling slightly. She couldn't see Twilight, but she could easily envision the usual stance Twilight took for complex casting, waving her hands about slowly. She could feel tendrils of magic swirling around her feet, slowly rising up to cover the rest of her. She fought to remind herself that this was Twilight's doing, her friend, whom she asked to do this for her, and not something she should've been scared of.

Soon, the swirling turn into twister of magic, surrounding her from head to toe. She could feel it not just around her, but flowing into her. She fought the urge to whimper as the light blinded her even through her shut eyelids...

“Fluttershy? I said it's done.”

Her eyes fluttered open. “Wh-Wha...?” she mumbled, glancing around the well-lit floor. She wobbled. It was odd; she felt so much...heavier. She lifted a foot to take a step forward, but instead started to teeter forward. She tried to compensate, but would up toppling backwards instead. Before she even had the presence of mind to cry out, a magic glow enveloped her and set her softly into a chair that she was sure wasn't there before.

“Um... did the spell... wooorrk...?” she trailed off as her gaze fell to her boobs. They were massive, basketball-sized tracts of flesh, just jutting from her chest, each peaked with a bright, swollen nipple. Slowly, she raised her hands underneath them, cupping them, feeling their weight. She gasped when the sensation of her hands running over her own flesh brought more pleasure than she expected. She began squeezing at them, squealing in pleasure. They felt so tender!

“Ahem.” Fluttershy froze, the blood draining from her face when she remembered she wasn't alone. She squeaked, hurling her arms back around her chest, but she could barely cover anything compared to before. She looked up to see Twilight still leaning against the table, except she'd removed the towel, letting her still-wet hair hang freely. “You're really enjoying yourself, aren't you?” she asked, smirking. Her half-lidded gaze explored Fluttershy's new body thoroughly, which only made her blush harder and shudder (in excitement? Maybe?).

“Very nice,” Twilight said, nodding. She flicked a finger in the air. “See for yourself.” A full-body mirror popped up right between them.

Fluttershy gasped, seeing the extent of the changes. Back in the spa, Rarity had called her supermodel material. Right now, she could only think of herself as porn star material. The thought made her flush heavily, but she didn't stop her self-examination.

She slowly stood up to get a better view of herself. When Twilight had shown her the diagrams in the book, she was expecting her body to grow to about Rarity's size and proportions, but now, her hips were wider than Applejack's, her boobs were bigger than Pinkie's, her limbs were thicker, and yet, her waist was only slightly larger. Her body had become the unrealistically ideal female figure, and it was hers to do whatever she wanted with it!

Her hands began flying all over her own body, running up and down and all over her new curves. She shuddered as her overly-sensitive flesh was wracked with pleasure. She began to stumble back into the chair, but hovered long enough to grab handfuls of her own generous ass, kneading her buns like dough. Her wings flapped weakly.

“I'm glad you're having fun, Fluttershy,” Twilight's voice breathed from behind her. Looking up at the mirror, she could see Twilight standing behind her, though she was beyond reacting with surprise at this point. The mage leaned in, close enough for her moist hair to drag over her sensitive shoulders. “But I think you're forgetting the best part about this spell...”

Suddenly, Twilight's hands reached forward, grabbed onto Fluttershy's melons, and immediately began kneading them. Fluttershy could only loll her head back, sighing in bliss. “Ah-ah,” Twilight said, pushing her head back up with a touch of magic, forcing her to watch as Twilight played with her breasts. “I want you to see it.”

Fluttershy kept watching, bringing her hands up along with Twilight's to stroke her chest. Both pairs of hands kept rubbing in similar motions, squeezing from the base of her breasts up to just a hair from her nipples.

Eventually, she saw it; a drop of white on the edge of her right nipple.

“There we go...” Twilight whispered huskily, reaching out with her right hand. She stuck out her pinky, lightly brushing it against Fluttershy's nipple and catching the drop while Fluttershy shuddered at the touch. She brought the milk up to Fluttershy's face. Without hesitation, she reached forward to lick the milk off Twilight's finger, moaning as she tasted herself.

“Do you want more?” Twilight breathed into her ear. Fluttershy nodded wordlessly. “Then...” Twilight's hands started a new burst of activity, milking her breasts eagerly. “Let's get more.”

Fluttershy groaned, a joined in with Twilight again, but this time, she periodically tweaked her nipples, soaking her fingertips in milk, which she then brought up to her mouth, licking herself enthusiastically. In a minute, it wasn't enough—the flow of milk increased to the point that excess spilled over her fingers and dripped down her breasts constantly. She groaned in disappointment.

Twilight just smiled, stopping her ministrations on her left breast, and began to pull it up. Fluttershy blinked at her breast until Twilight positioned her nipple right in front of her lips. Suddenly understanding, she happily reached forward and sealed her mouth over her own nipple, squealing in delight. Twilight's hands began to leave, so brought up her own to support her breast while she suckled from it.

Twilight giggled and stood up. “I'll be right back,” she said, walking out of the range of the light. Fluttershy barely noticed, content to suck her own nipple. Eventually, she realized that her right boob was being neglected, so she swapped to that one, flecks of loose milk spraying from her left nipple as she let go of it.

She'd gone back and forth a few times by the time Twilight returned. She felt her standing behind the chair before she spoke. “You've been really busy, haven't you?” Twilight stepped around, grabbing her currently free breast, and sucked on that nipple. Both of them groaned at this, until Twilight let go several seconds later and moved up so she-was face-to-face with Fluttershy.

Fluttershy felt Twilight pull her breast down. Reluctantly, she let her nipple pop free of her lips, and faced Twilight. She opened her mouth to pant, but Twilight's lips suddenly clamped over hers. Her eyes widened, then rolled back as they shared her milk, their tongues swishing it between their mouths. Suddenly, she began to squeal, writhing about in her seat. Though surprised, Twilight recognized her actions and responded by grabbing Fluttershy's wrists in her hands and pinning them down to the chair, leaning further in to the kiss.

Once Fluttershy stopped thrashing, Twilight shut her lips and swallowed before pulling away. “Holy shit, Fluttershy,” she panted. “You came just from milking?”

She didn't answer, just panting contentedly with her head lolled back against the chair.

Twilight giggled. “Well then, let's see how you react to this...” She bent over, reaching for something out of Fluttershy's view. Then she was back with some tubes in one hand and a narrowed-necked glass flask in the other. Twilight set the flask on the chair between Fluttershy's legs, and set to attaching the suctions cups on the ends of the three-way tube to her nipples.

Fluttershy looked down to watch Twilight's progress, only to belatedly notice how soaked in milk her legs and belly were. Twilight noticed her stunned gaze, letting out another giggle. “This way, we won't waste any more,” she said, pushing the last tube into the neck of the flask. She stood up, and snapped her fingers.

Suddenly, the cups started glowing, and Fluttershy squealed as they began draining her nipples on their own. A steady stream of milk began pouring down the tubes into the flask waiting below. Fluttershy reached up to help them with her hands, except she couldn't. Tugging, she realized that Twilight had somehow snuck her hands behind the chair and handcuffed them without her noticing. She looked up at Twilight, only to gape at the black dildo she was holding.

“Do you want this?” she asked.

Slowly, Fluttershy nodded. Twilight smiled.

Twilight walked back up to her room, taking another sip from the flask and swirling it in her mouth. As soon as she opened the door, Pinkie's voice called out to her. “Hey Twilight! Ready for another round?” she shouted, shamelessly stroking her rising erection. Rainbow was also there, looking just as eager.

She smiled contentedly up at them. “No, I'm done for today,” she said. “I'm actually going to go for a walk now.”

“Wait, really?” Rainbow cried. “You're usually always ready!”

Twilight just continued into her bathroom and set down the flask. She washed her hands and her face, and double-checked her shirt for any spots. “I've had my fun today,” she said simply. “Though I left a little present for you two in the basement.”

“Ooh, a present?” Pinkie asked. “What kind?”

“You'll see,” she said, walking out. “Bring the strap-ons. The safe word is helicopter.” With that, she was gone.

Pinkie and Rainbow looked at each other. “Safe word?” Pinkie asked. “What does that mean?”

“It means she left us a pretty kinky present,” Rainbow answered, scratching her head. She hopped off the bed and started walking down the stairs, Pinkie close behind. Neither of them bothered to cover themselves or their swinging half-hard-ons even as they passed the public area on the way to the basement.

As Rainbow opened the basement door, she paused, sniffing at the darkness.”What's that smell?”

Pinkie poked her head through and took a deep sniff herself. “Hmmm... I dunno! It's kinda creamy, I guess?”

Shrugging, they started to descend the dark staircase. “Man, can't she put a light switch by the door?” Rainbow grumbled.

“Rainbow Dash?” a voiced asked from below.

Both of them blinked. “Fluttershy?” They picked up their pace, rushing to the bottom of the stairs, where Pinkie flicked the light switch on. They gaped at the sight of Fluttershy slumped naked in the chair: her body nearly twice its usual weight and stained in white; her hands tied behind the chair; her eyes covered by a blindfold; her mouth open, panting; tubes draining milk from her huge breasts into a quarter-full flask; her legs held apart by a spreader bar; the base of a black dildo protruding from dripping lips; and a bean vibrator buried deeper inside of her, visible only by the cord attaching it to the controller resting on her leg.

“Oh my gosh! Fluttershy!” Pinkie cried, starting to dash forward, until Rainbow grabbed her shoulder and pulled her back. “Dashie! What are you doing? We have to help her!”

“Pinkie?” Fluttershy asked. Her wings fluttered, catching the light of the lamps.

Rainbow shook her head with a rueful grin. “If she wanted out, she'd say the safe word.”

“What?” Pinkie asked, looking back at Fluttershy. “You mean she wants to be tied up like that?”

“Pinkie, we have a lot to teach you,” Rainbow laughed. “By the looks of it, she doesn't just want it. She loves it, isn't that right, Shy?” she growled huskily, stroking her rising erection.

“I... I'd love it even more... if you... came over here...” Fluttershy panted, squirming in the chair and spreading her thighs further.

Rainbow and Pinkie's eyebrows shot up. “Fluttershy,” Rainbow started. “You should've told me you were into this ages ago! Come on Pinks! Let's have some more fun!” she said, strutting over to the chair. Pinkie hesitantly followed.

One hour later...

“Oh, shit,” Twilight gasped, jumping up from her book in the park. “Spike's going to come back to the library any minute now!”

A certain dragon silently snapped a picture from the basement door while he gaped at the girls below.

Author's Note

Funny how inspiration struck me around the same time an important exam did. Ah, well.

And yes, Spike remains a dragon, just anthro.