Pinkie Pie's Party Surprise

by dirty little secret

Rating: mature
Tags: Random, Slice of Life, Anthro, Main 6, Porn, My Little Pony: Friendship is Magic, Pinkie Pie, Sex
Length: 21172

It's Pinkie Pie's birthday, and she has a very special surprise for her friends hidden under her skirt.

Thanks to one of Zecora's potions, Pinkie has a very special surprise hidden under her skirt, and she can't wait to share it with each of her friends. With the Cakes out of town and the whole night ahead, this is going to be one heck of a birthday party!

Gratuitous clop, done as tastefully as possible. If that's what you're here for, you're in for a treat. Contains a few very mild fetishes. Nothing that will offend most people, except for futa-Pinkie, of course. Extravagant amounts of futa-Pinkie.

As always, I adore getting comments of all kinds, the more specific and prolific the better!
Many thanks to my team:
Prereaders:
Mailbox Bomber (from Bronyville forums)
PonySlayer
Jade (from Bronyville forums)
Editors:
paxtofettel
IRpony
Cover image by:
mlpfwb
modified by ocalhoun
modified by PonySlayer

Published 2014-03-24 18:30:03 UTC
Last updated 2014-03-29 16:45:45 UTC

Try This On For Size

Chapter 1 ~ Try This On For Size

Pinkie Pie tucked her box into the bushes just outside Sugarcube Corner, checking to make sure the five full bottles inside it were still intact. She didn't want her friends finding it early and ruining the surprise, but she did want to make sure nopony missed out.

She wiped her hands on her short pink skirt, and touched just a little too close to... She took a deep breath. She couldn't get too excited yet. She wasn't wearing anything under the skirt, and she didn't want anypony finding out about her surprise too early.

Loud music already boomed from inside the candy-coated door. Normally Pinkie would never be late to a party – especially not her own birthday party – but the Cakes were away catering a royal event in Canterlot this time, and she'd have the place to herself, which meant this could be a super-special birthday party... and that meant it needed just a little extra preparation, courtesy of Zecora's potion-making.

Finally, she'd calmed down enough to not give away the secret dangling freely between her legs. She opened the door and burst in.

As soon as she came in, the music stopped, and all five of her friends froze, staring at her. Her hands rushed to hold down the hem of her skirt. Had she given away the surprise already?

As quickly as it came, the moment passed. She gave a sigh of relief as all five of her friends rushed over to give her a big group hug. She didn't get much of a chance to enjoy the warm bodies pressing against her, though.

The hug broke apart, and Rainbow hopped up, fluttering just above the floor on her wings. She threw her light-blue hands up. “Finally, you're here! What took you so long?”

“Oh, I was just taking care of a few things.” Pinkie giggled, glancing around at the copious amount of streamers and balloons everywhere. “Wow, girls, you're practically party professionals!”

“Naturally! We learned from the best, after all.” Rarity winked, and Pinkie couldn't help but stare at her lithe back as the unicorn sashayed over to the record player in her slinky black gown. “Now, would anypony care to resume the festivities?” She flipped it back on, and the music boomed out again.

Pinkie grinned as wide as she ever had. This was going to be great!

Pinkie chomped down on another slice of cake, swallowing it in one bite. Good thing her friends had brought plenty! At the table as her friends danced, she was relatively alone again, for the first time since she walked in, and even though it was already dark outside, the party showed no signs of slowing down.

She looked around the room, wondering which friend to share her surprise with first. Over the years, she'd been to bed with all of them – she wasn't the kind of pony to miss out on the funnest thing two friends could do – and she was sure they'd all be happy to again... but which one should she start with?

Out in the middle of the room, Rainbow and Twilight were the most conspicuous, dancing away to the beat of the music. They were an odd couple, athletic Rainbow in her tight-fitting shorts and tank top, and Twilight in that silly schoolgirl uniform she still insisted on wearing... but Pinkie had to admit, they did have quite a rhythm together. They moved as one, despite Twilight's crazy dancing antics. Pinkie bit her lower lip as a wild fling of Twilight's leg showed her a flash of white under that dark grey skirt.

She glanced away. She couldn't afford to get aroused just yet. Nothing would hide her surprise if it started getting hard now. Across the room, Rarity whispered something into Fluttershy's ear, hiding her mouth behind her hand. If the blush spreading across Fluttershy's cheeks was any indication, it was something worth knowing.

But where was Applejack? Pinkie could have sworn she had just seen her looking for the next record to put on, but now she couldn't find–

“Hiya, Pinkie!”

Pinkie jumped, almost dropping her plate. How had she gotten so distracted she didn't notice her friend walking up to her? Her eyes darted back to the dance floor again, seeing Twilight's tail swish back and forth under her skirt. Oh, of course. That's how.

Applejack hopped up, sitting down on edge of the buffet table. “So, how's the party goin'?”

Pinkie grabbed a cupcake and tossed it into her mouth, whole. “Great!”

“Hey, did Rainbow tell ya' about my new rope trick?”

Her ears perked up. “Nopey-dopey!”

“Well, first, I get a good coil goin', and then I get up on...”

Pinkie glanced at Applejack's bare legs pressing against the table, following them up to her cut-off jean shorts. The top button was undone, giving just a little extra peek at her toned belly before the button-up shirt blocked her view... but not entirely. From this angle, Pinkie could see through a hole in between buttons on Applejack's chest, giving her just the slightest little glimpse inside.

“ ...and then I just pull on the loose end, and it all comes undone anytime I want!”

“Neato!” Pinkie smiled at her.

“You didn't understand any of that, did ya, Sugarcube?”

“I was a little fuzzy on the details,” Pinkie admitted. She let her eyelids slip down and whispered, “Maybe I could get a private demonstration?”

Applejack's eyes went wide. “Yer hankerin' for a demonstration, huh?” She touched a finger to her lips and looked down at Pinkie. From her position, she could see pretty far down the cut in Pinkie's shirt. “Well, it is yer birthday and all, so I figure I can oblige.” She hopped down from the table, her boots thudding against the floor. She winked. “Come on, then, partner.”

She followed Applejack toward the back stairs with a spring in her step, feeling her nice, full balls bump against her thighs as she walked.

Applejack glanced back at her and winked again as she took the first couple steps up the stairs. This was going to be fun!

The whole way up the stairs, Pinkie couldn't look away from the toned ass flexing in front of her face. Between the rolled hems reaching up above the crease of Applejack's butt to the frayed holes worn here and there, giving glimpses of her cutie mark, Applejack's cutoffs didn't leave much to the imagination. They hugged her friend's ass so tightly Pinkie could even see an outline of Applejack's sex bulging through.

The two of them reached Pinkie's room all too quickly, depriving Pinkie of that wonderful view. Applejack stepped inside without hesitation, spinning around to grab hold draw Pinkie in for a kiss, but she froze when she glanced down. “Pinkie! What in tarnation is that?”

Pinkie looked down. Past the twin bulges of her chest, she could see her skirt lifting up... and a certain pink-mottled something peeking out from under it. Following Applejack's toned legs up the stairs must have had more of an effect on her stallionhood than she noticed. “Oh.. that?” She giggled and looked away. “That's just–”

“I know what it is, Pinkie. I've got a big brother, after all.” Applejack looked down at it again and softly bit her lower lip before shaking her head and continuing. “I'm just wonderin' how it got there.”

“Ooh! Do you like it?” Pinkie bounced up and down, making it flop right in front of Applejack. “I knew the Cakes would be away today, so I thought I'd make it a super-duper-extra-special birthday party, and I thought, 'what would make it a super-duper-extra-special party?' I didn't know, so I went to Twilight's house, but she wasn't there, and Spike wasn't either. So of course I snooped around, and I found some really interesting pictures in a magazine Spike had under his bed! I knew that would be just the thing to make a special birthday, but how could I get one? I had no idea! But then I thought about Zecora – how she has potions for everything – and I wondered, would she have a potion for that? And I bounced and bounced over to–”

Applejack covered Pinkie's mouth with her hand. “I reckon I get the idea, Sugarcube.” She glanced down again, and stepped closer, her hand still over Pinkie's mouth. “And I think I do like it... but I know better than ta give free reign to somepony like you with a tool like that.”

Pinkie's eyes went wide, and behind Applejack's hand, she grinned.

Applejack's free hand snaked behind her back, returning with a coiled rope. “I think you might just get ta see that rope trick after all.”

Before Pinkie could even squeal, the rope whipped around her. It cinched around her waist and looped in dizzying spirals.

She tried to walk over to her bed, but Applejack stepped around her, the rope slithering around her legs. Pinkie was forced to hop the rest of the way on one foot before finally collapsing onto the bed, face-first.

“Whoo-wee, now ain't that a sight?” Applejack stood behind her, staring appreciatively at Pinkie's upturned rump and what swayed back and forth beneath it.

As soon as Pinkie opened her mouth to answer, the rope whipped in front of her face, filling her mouth. Her comment was reduced to a mere “Mhmph mm hm!”

Applejack strutted around the side of the bed, surveying her work. “Eeyup. That there's one hum-dinger of a rope trick.”

“Mpmh... hm mm.”

“What's that, Pinkie?” Applejack leaned in close and her shirt fell slightly away, giving Pinkie another glance inside. “You want more ropes?”

Pinkie shook her head. “Mn mm!”

A hard leather boot pressed up against Pinkie's side and pushed her over, rolling her onto her back. “Well, too bad! Yer gettin' more anyway!” Applejack whipped the rope around a few more times, tying each of Pinkie's limbs to the bed frame.

Pinkie lifted her head, straining to look at Applejack as she stepped up on top of the bed and tossed her hat to the side, letting her blonde hair fall free. She really was quite pretty when she let her hair loose, Pinkie had to admit.

Applejack looked down at her work and smiled. “Now that's what I call trussed up!” She dropped down to her knees, straddling Pinkie and leaning her head down close. “Now I reckon you're ready for a ride.”

Pinkie nodded, looking up at her with wide, eager eyes. She was getting far too turned on, and her fancy new stallionhood ached for any kind of contact.

Applejack reached down with one hand and lifted Pinkie's skirt, pulling it up completely. She gave Pinkie a quick peck on the cheek, which devolved into a sensuous lick.

Pinkie groaned as the coarse denim of Applejack's cutoff jeans pressed onto her cock.

Applejack sat up, licking her lips, and reached down with both hands to squeeze Pinkie's boobs. Pressed together by the ropes, they bulged out even more than normal.

She whimpered as Applejack kneaded them, and Applejack must have seen the desperation in her eyes. “So you're eager to get started, huh?” She undid the buttons on her shirt, one by one, from the bottom up. “Well, yer just gonna have to be patient – I'm gonna make you want it!”

Finally, the last button on the shirt came loose, and the two halves split apart, hanging loosely over Applejack's round, freckled breasts. She wore no bra. With a chest as firm as hers, she didn't need the support at all.

She moved down, unbuttoning her jean shorts just as slowly as she had undone her shirt, letting her green-checkered panties peek through. “Like what ya see, Sugarcube?”

Pinkie just nodded as Applejack stood up again. The cutoff jeans slid smoothly over the well-defined muscles of Applejack's legs, and the shirt slipped off her shoulders.

Pinkie could see Applejack's breathing in her toned stomach, and in the way her breasts bobbed up and down just slightly. She strained against the ropes, but that just made them cut into her limbs harder.

Finally, Applejack slipped the cotton panties off. They were conservatively cut, but with a body as toned as hers, that didn't detract anything at all. As she slipped her shorts and panties off her leg, she fell back to her knees, putting her pert marehood tantalizingly close to the warm cock below.

Pinkie struggled to thrust up and meet her halfway, but the ropes were too tight – she couldn't move.

Applejack just grinned from one corner of her mouth. Ever so slowly, she lowered herself down, until her entrance just barely brushed against Pinkie's raging erection. “You ready, Pinkie?”

“Mhmmm!” Pinkie strained against the ropes.

“Well too bad.” Applejack smirked, leaning down until her tight boobs pressed up against Pinkie's own. She moved in close next to Pinkie's ear, almost close enough to lick it, and whispered, “I ain't sure you want it yet.”

“Mmn! Mn mmm! Mnm?” Pinkie arched her back, squirming against the bed sheets, but the ropes held her tight. She burned with the strain of trying to get closer to Applejack's dripping entrance.

“Well, since you ask so nicely...” Applejack's grin grew, and she slid her hand down to grab hold of Pinkie just below her tip. Her eyes closed halfway as she pushed back, guiding the swollen tip into herself, and she let out a tiny moan.

Pinkie closed her eyes in bliss, feeling the soft, warm flesh push itself around the head of her member. She let out the breath she had been holding as an explosive sigh.

The trembling of Applejack's legs shook the bed, and with a pony as fit as her, it couldn't be from fatigue. She pulled forward just a little, almost letting Pinkie glide completely out... but not quite. She slid back again, going just a bit further this time.

Pinkie moaned. She had never imagined being a stallion felt like this! She should have tried it ages ago. She bent her head down to watch, fascinated, as a tiny drop of Applejack's juices slid down the top of her member.

Applejack lifted herself upright, bobbing up and down with short thrusts, not taking much of it inside her... but with each pump, the slick patch on Pinkie's rod grew longer, and Applejack could sink down a little deeper.

Each deeper thrust brought a new level of sensation to Pinkie. Feeling Applejack's inner walls slowly slide along her shaft was the most amazing thing she had ever felt. She slid into her friend again and again, reveling in each extra inch.

Applejack gasped when she made it down to Pinkie's medial ring. She thrust down again without an upstroke, and a surprisingly girlish “Hmnf” came from her mouth as the raised section pressed into her. She pulled up again and pressed herself down, closing her eyes and letting her mouth hang open. Her hand moved up from guiding Pinkie in to massaging her own clitoris just above.

Pinkie's whole body tensed. Applejack's thrusts were gaining more ground now, sinking Pinkie deeper and deeper into her friend's deliciously warm passage.

With one final thrust, Applejack lowered herself completely down, letting her lips rub up against Pinkie's sheath. She paused there, and opened her eyes, looking down on the well-tied mare beneath her.

Pinkie could feel every twitch of Applejack's muscles as she laid there, her stallionhood buried deep within her friend. It must have been all the way up to her belly button inside her. She met Applejack's eyes with her own lustful gaze.

Applejack's free hand moved to her own left breast, cupping it and pushing it up against her in circles. “You ready to see how a real rodeo pony does it?” she asked, her smug grin returning to her face.

“Mm hm.” Pinkie nodded her head; she moaned when she felt Applejack convulse around her again.

Applejack picked her hat up from the side of the bed and plopped it down on top of her head. “Well then, let's get to it!” She winked and leaned forward, scooping up Pinkie's huge, jiggling breasts and squeezing them hard through the thin fabric of her shirt.

In one smooth movement, Applejack lifted herself up, almost all the way off of Pinkie. She slammed back down without any hesitation, her mouth gaping open again.

Pinkie screamed into the rope across her mouth. It felt amazing, and Applejack was already lifting herself up for another!

Applejack slammed herself down again, even harder this time. She shoved herself down even deeper, pushing Pinkie's soft skin down to get just a tiny bit more inside.

She bounced on top of Pinkie relentlessly, pounding her into the bed hard enough to make the springs squeak and the frame creak.

Pinkie moaned and stared into the tightly closed eyes of her friend. She could feel Applejack's grip on her boobs growing tighter as they flopped with each thrust. She would have wondered if her friends downstairs could hear the noise from the bed, but she was well beyond caring by now.

Applejack panted as she pushed herself down again and again. Sweat began breaking out along the tightly curved sides of her body.

Pinkie tensed her back. She could feel herself getting very, very close. She'd never felt a tingling quite like that, but she was pretty sure she knew what it meant. “Mnpfplhmf! Mm mnnf hmf!”

Her warning went unheeded, and Applejack kept pushing herself down onto Pinkie. She started grinding forward a little at the bottom of every thrust.

“Hmnf!” Pinkie couldn't hold it in any longer – it hurt to try. She collapsed down onto the bed and let her seed explode deep inside Applejack. She could feel spurt after spurt of hot cream shooting into her friend.

Applejack's eyes shot open wide, but she didn't pull Pinkie out of herself. She pushed herself down hard, grinding against Pinkie's hips as the pink stallionhood spasmed inside her. As the last few pulses died down, She slowly rose up, letting the heavy, wet member fall out and slap onto the inside of Pinkie's upturned skirt. She looked down at the mix of juices leaking out of her. “Now that wasn't very considerate, gettin' me all worked up like that and then coming before I do.”

“Mhmf hm Nmhn–” Pinkie paused as Applejack leaned forward to pull the rope out of her mouth. She took a deep breath. “I'm kind of new at it... I couldn't help it.”

Applejack grinned. “No problem, Sugarcube.” She looked down at herself again. “Uh... you wouldn't mind helpin' a girl out, though, would ya?”

Pinkie smiled back and nodded.

Not wasting a moment, Applejack swung her legs around, spinning to face the foot of the bed and planting her sloppy marehood on Pinkie's face. Her tail hung over Pinkie's mane, and she gave the jiggly breasts in front of her another good squeeze, reaching inside Pinkie's shirt to rub against her big nipples.

Pinkie stared at the firm, messy mound just in front of her face. She stuck her tongue out just in time to catch a drop of the milky juices dripping out. Instead of slurping up the drop, she pushed her tongue up into the hot, moist lips, going right for the source. She wanted to taste Applejack; she wanted to taste herself on Applejack. Most of all, she wanted her friend to feel as good as she felt herself... no matter how messy it might get.

Applejack moaned and pushed herself harder into Pinkie's face. “That's it, Pinkie! Let me have it!”

Not all of Pinkie's talents were derived from zebra potions. She had one more surprise to give, even if it was one Applejack had felt before. Pinkie thrust her tongue into Applejack's entrance... deep into her entrance. That big tongue of hers was good for more than just gobbling sweets, after all.

Applejack gasped and ground herself onto Pinkie's mouth, rubbing her clit back and forth across her friend's chin. She moaned rhythmically and tensed her legs.

Pinkie eagerly slurped up the increasing flow of juices from her friend, reveling in the feeling of Applejack's slick lips rubbing across her mouth. She still had one more trick to play, though – as she felt Applejack's inner walls pressing down against her tongue, she started humming.

Applejack froze in place, squeezing Pinkie's head even harder into the mattress. The vibrations from Pinkie's humming sent waves of pleasure through her. She squealed, high and soft, not caring how girlish she might sound.

The flood of juices rushed into Pinkie's mouth. Not even she could swallow it all, and more than a little spilled around her mouth and into the sheets. She grinned into Applejack's marehood. Pinkie loved nothing more than making her friends happy, and she loved being good at it.

Tilting forward, Applejack collapsed onto Pinkie's body, coming down with her face just inches away from the big pink balls. She laid there and panted, not even able to pull her quivering pussy off her friend's face.

Pinkie let her friend rest, watching the flow of intermixed juices from the slit in front of her face slow to a trickle and finally stop.

After catching her breath, Applejack rose up, tossing her leg over and off the bed. “Whew... now that was my kinda rodeo!” She wiped herself off with the edge of a spare blanket and looked around for her clothes.

“Mmhm.” Pinkie smiled, looking over at her naked friend.

Applejack pulled up her panties, facing away from Pinkie and giving her another nice look at her glistening pussy lips... as if she hadn't just gotten as close a view as she could have asked for. She buttoned on her shirt quick and businesslike before struggling to pull the tight jean shorts up over her ass.

Pinkie just laid there and enjoyed the show, feeling herself begin to get hard again.

Finally, Applejack managed to fasten the second-to-last button on her shorts. At least it wasn't a mystery why the top one wasn't buttoned before, now. They were just too tight. She turned and strutted away toward the door.

“Hey,” Pinkie called out, “aren't you going to untie me?”

Applejack paused at the door and turned around, grinning. “Remember what I said 'bout pullin' the loose end?” She stepped out, closing the door behind her. “Good luck with that!”

Don't Get It In Your Eyes

Chapter 2 ~ Don't Get It In Your Eyes

Pinkie strutted out of the bathroom feeling clean and refreshed. A little rinsing and scrubbing here and there did wonders, and the sore spots from the ropes cinched around her feet were already feeling much better.

She skipped down the hall, humming to herself, more than grateful for the 'extra stamina' part of the potion Zecora gave her. Which of her friends should she try her new toy on next? Rainbow would probably be a lot of fun, but she kept thinking back to Rarity, watching her slink across the room, her silky black gown clinging to every curve. Or what about Fluttershy? She didn't look like much in her bulky sweater and billowing calf-length skirt, but Pinkie knew from experience that there was more to her than met the eye.

Just thinking about all her options was getting her a little hard again, but she didn't worry about it. She was sure she'd be safely hidden again by the time she got to the bottom of the stairs, despite the way her growing stallionhood was pushing up on her skirt.

Pinkie closed her eyes as she bouncily stepped down the stairs. This was going to be the best party ever! Who should she choose next anyway? She hadn't thought about–

Twilight stepped to the side of the stairs to let Pinkie go by, absently mumbling, “Oh, hi Pinkie, I'm just heading up to the little fillies' room for a–”

Pinkie's stride froze at the same moment as Twilight's speech. She glanced down with a wince.

Twilight stood staring up at her from the bottom of the stairs. Pinkie's skirt was too short to hide much from that angle, even if a certain something hadn't been lifting up the front of it a little. Twilight's jaw dropped. “What?” She pointed straight at it. “Pinkie, what are you doing with a... a... phallus?”

Pinkie shrugged. That settled the question of who she'd show next, at least. “What am I doing with it? I'm having a super-duper-extra-special time with all my friends at my birthday party, that's what!”

“Ugh.” Twilight covered her face with her hand. “No, I mean, how did you get it? It sure wasn't there last time!”

“From a bottle, duh!”

Twilight shook her head and sighed. “Typical Pinkie. Well, anyway, I need to go up and take care of a little something. I'll only be a minute.”

“Okay!” Pinkie grinned widely and spun away. “I'll just wait for you in my bedroom!”

“Wait... what?” Twilight called after Pinkie, but it was too late. “That's not what I meant!”

Pinkie leaned back on the edge of her bed, staring at the closed door in front of her. She spread her legs wide with her skirt draping across her thighs. It completely hid the sheathed member and the heavy balls resting on the soft sheets below it.

She knew Twilight would come. That alicorn ran like clockwork... and she was quite the pervert, besides. Any moment now, she'd–

The doorknob clicked softly and opened. One slender purple leg slipped in through the opening, and the rest of Twilight soon followed. She squeezed through the little crack in the door so tightly that the points of her petite breasts were each caught against the wall for a moment before popping free. As soon as she was inside, she whirled around, facing away from Pinkie, and carefully locked the door behind her. As she bent down to fiddle with the lock, the back hem of her skirt rose just a tiny bit, showing just a few more precious inches of her thighs.

Pinkie knew Twilight could be secretive about her kinks, but this was a little over the top. “Um, Twilight, are you okay there?” She cocked her head to the side, more to getting a better viewing angle than out of curiosity.

Twilight turned to face Pinkie and glanced back and forth. “I... I know. It's just... this is new to me, and I'm kind of nervous about it.”

“Wait... you mean you've never...?”

“No, not really. I've been with mares before, sure.” She giggled to herself. “Plenty of them. You know that. Never a stallion, though... or anything like a stallion.” She tip-toed closer and closer, a finger held up to her mouth. “Could I... um... see it?”

“You've never even seen one before?”

“Ssh! Pinkie!” Twilight glanced back at the door. After a moment she looked back at her friend. “Well, not up close, no... I mean, I've seen Spike a couple times, but he's a dragon, and it's not really the same. I've never even seen my brother's – he was always so fastidious about privacy. And, well, you know how obsessed with studying I was. I never really found time for...” She looked down at Pinkie's ruffled pink skirt again, eying the growing bulge beginning to lift it up. She took a couple steps closer, almost within touching distance. “So... could I...?”

Pinkie smiled and pulled the front hem of her skirt up, putting her new equipment on full display.

Twilight's mouth dropped open slightly. The finger playing along the edge of her lips slipped inside just a little.

Inch after inch of mottled pink stallionhood extended from Pinkie's sheath, responding to Twilight's appreciative stare. It began to stiffen and rise, just a little.

Pressing ever closer, Twilight lowered herself to her knees. “Um... Pinkie? Can I...?”

Pinkie nodded, feeling her cock surge at the idea of what her friend had in mind.

Twilight reached her hand out. It trembled a little. Her eyes opened wider as she delicately laid a couple fingers across the tip of Pinkie's cock, and she glanced up into her lover's eyes at the first little moan.

The featherlight brush of Twilight's fingers made Pinkie push herself upward involuntarily. She would do anything for more of that blissful contact.

Twilight's fingers traced their way around Pinkie's flattened tip. Their grip tightened as she slowly slipped them down the top of the shaft. Her eyes returned to the pink cock in front of her, and her caress grew bolder. She squeezed in as her hand passed Pinkie's medial ring, and she traced the bulging veins the rest of the way down to the sheath.

Pinkie panted. The way Twilight focused on it was irresistible.

The lavender hand moved even further down, caressing over and cupping the full balls beneath, leaving Pinkie's erection to throb untouched between them. Deep purple eyes locked on to Pinkie's own, and Twilight bit her lower lip, letting an adorable smile spread. Never taking her eyes away, Twilight brought her other hand up and firmly grabbed Pinkie's shaft, just below the head.

It was impossible to look away. The heat in Twilight's eyes drew Pinkie in and wouldn't let go.

The grin on Twilight's face faded as her lush violet lips parted and her head moved down. Her eyes darted down to the throbbing member in front of her, and she touched her soft tongue to the bottom of the flat tip, slowly dragging it up and over the hole and across until it flicked off of the other edge. Her slight smile returned as she licked her lips and brushed her mane out of the way. “I... I've never done this before, Pinkie.”

Pinkie smiled back. “You're doing great.” She pulled a few pillows up behind her to prop her up – she knew she was in for a heck of a ride.

Twilight's lips sank down to the warm tip again, and she let her tongue play around the hole in the center. A tiny trickle of moisture escaped, dripping down onto her hand. Her other hand moved up to join it, holding the pink cock steady as she pressed her lips down against it, spreading her mouth open wide.

The head popped into Twilight's mouth, just barely past her lips.

The unicorn's tongue played across the bottom half of Pinkie's tip. Twilight's eyes darted back up to Pinkie's, peeking out under the flat edge of her purple mane. Her mouth was too stretched to show it, but her eyes showed a warm smile behind their half-lidded lust.

Pinkie reached a hand down and caressed Twilight's bulging cheek, brushing a stray hair out of the way. The wetness soaking her cock brought on a heated sigh.

Twilight pulled herself off of her friend with a distinct pop, flinging her head up to clear away a trail of saliva that bridged the gap. She came back face to face and grinned as a blush spread across her cheeks. “Wow... it came already. I thought it would take longer.”

“That was just a little pre-cum!” Pinkie giggled. “Don't worry, there's lots more where that came from.”

“Oh.” The blush deepened, and Twilight looked away.

Pinkie pulled Twilight up for a kiss, tasting her own salty warmth on her friend's lips. She pulled the unicorn in tight, pressing her tongue inside to taste her own pre-cum.

Twilight's eyes shot open wide, but they soon drifted nearly closed. She reciprocated in the kiss, melting into her friend's embrace. Her own warm tongue caressed Pinkie's inside her mouth before darting across the gap.

The two girls pulled apart after a heated moment, each panting slightly. Pinkie's hands stayed wrapped around the back of Twilight's neck. “Just keep going, Twilight. You're amazing.”

Twilight looked away and blushed again, smiling this time. “Thanks.” She looked back at Pinkie, then glanced down before looking up into her eyes again.

Her hands sliding across Twilight's cheeks, Pinkie let her friend go.

A new and devious grin appeared, and Twilight moved her hands up to her blouse. One by one, she unfastened the buttons, letting the gap over her chest grow as she worked her way down. When she reached the bottom, she pulled the hem of it out of her waistband and shrugged it off of her shoulders.

Her perky tits pressed forward as she did. They were small, but they stood out proudly, begging for attention. Her nipples poked out through the thin triangular bra cups.

Pinkie was about to reach out for them and give them the caresses they deserved, but Twilight sank down to the floor, spreading her legs out until her short grey skirt spread out across the floor.

Twilight's hands returned, grabbing onto the big pink cock, and Pinkie lost all inclination to do anything but enjoy the gentle pressure.

Twilight brought her head down, turning it sideways, and ran her tongue across Pinkie's full length, top to bottom. She slithered back up slowly, using her hands to push it more firmly against her tongue. She built up speed and grew bolder, slathering licks and kisses all over the throbbing cock in her hands.

Pinkie moaned. How could Twilight be so good if she'd never even seen one before?

As the slick moisture built up all over the shaft, Twilight started stroking her hands up and down together, squeezing tight.

The gasp Pinkie made could have been heard even downstairs. The sensations from Twilight's flicking tongue were incredible. It was at least as good as when Applejack had–

Twilight shoved the tip of Pinkie's cock into her mouth again, harder and deeper this time. She looked up into Pinkie's face with a twinkle in her eye.

Her mouth hanging open, Pinkie just shuddered.

Twilight started bobbing her head in time with the motions of her hands. She sank down a tiny bit further on each stroke, but to Pinkie, it felt like she was already swallowing it down to the medial ring, thanks to her warm, wet hands at work below.

Pinkie squeezed her eyes closed and struggled against the urge to grab her friend's head and shove it down. When one of Twilight's hands slipped away and went to work on the soaked panties underneath her own skirt, Pinkie didn't even notice.

The motions of Twilight's head intensified. She thrust herself amazingly far down Pinkie's cock, making it almost a quarter of the way down before dragging all the way up again, her tongue pressed hard against it. She shoved her face down again and again on the warm rod in front of her, and Pinkie's muscles began to tighten.

As Twilight sensed the tightening in Pinkie's legs and the swelling in the head of the cock in her mouth, she changed her stroke, pressing herself down hard and pausing at the bottom, only to dart up and push herself down again. She looked back up into Pinkie's eyes again, and brought the hand away from the wet stallionhood to brush a hair out of the way. Her other hand worked feverishly, rubbing at herself down below.

Pinkie's breath caught. She couldn't let it out.

Twilight moved her hand down to massage the big pink balls and bobbed down even further, her eyes slowly closing.

Pinkie tried to warn her, but at this point, speech was impossible.

Twilight's eyes shot open as the first spurt shot into her throat. The gagging motion was unmistakable, and tears squeezed out of her eyes as she clenched them shut again.

The gagging motion only gave Pinkie more stimulation. She was too far gone to even feel bad for her friend.

Spurt after spurt of hot seed shot into Twilight's mouth, but she didn't pull away. She kept herself firmly planted as far down as she could go. After a few more moments and a few more waves from Pinkie's cock, white trails of cum seeped down around Twilight's lips and trailed down the still-pulsing stallionhood.

Pinkie shuddered as the last waves of orgasm washed over her. She looked back down at her friend.

Now that the spurts of hot cream had stopped, Twilight no longer gagged. She stared up at Pinkie with huge, wavering eyes, the cock still in her mouth and cum dripping from her lips.

Pinkie pulled Twilight up off the floor again, and her rod slipped out from Twilight's mouth. Pinkie had done that before. She knew Twilight's jaw would be aching from being open so wide... and she knew she would be desperate for her own attention.

Twilight moaned as Pinkie's lips met her own, pressing herself up against her friend, heedless of the messy cock below. She wrapped her arms around her friend, pressing their bodies together.

The taste of Twilight's heat and her own cum swirled across Pinkie's tongue as it slipped past Twilight's lips. Pinkie wrapped one hand around the back of Twilight's neck, and slid the other down her friend's belly.

Twilight pulled back for a moment as she felt the pink hand descending, but the need in her eyes left no mistake. She dove back into the warm, sloppy kiss and moaned as Pinkie's hand reached its destination.

The heat of Twilight's marehood washed over Pinkie's hand as she slipped the soaked panties to the side. The firm, tight outer lips parted eagerly, letting her slip in a couple fingers.

A muffled “Ah!” escaped from Twilight's lips, still locked together with Pinkie's.

Pinkie knew just what to do. After probing the hot, throbbing depths of Twilight's pussy with her fingers, she curled them forward, reaching the rough little spot she knew Twilight loved.

Twilight pulled her face away and pursed her lips together. She started rocking her hips back and forth in short, jerky movements, rubbing Pinkie's fingers against her most sensitive spot inside while grinding her clit against Pinkie's palm.

Pinkie could feel her hand getting soaked, and she reveled in the feeling of the soft, warm lips pressing against it.

Twilight's movements quickened, faster and faster until she suddenly froze. “Unh! Pinkie!” she shouted, as she pressed herself as hard as she could against the hand under her skirt.

A new wave of heat and wetness washed over Pinkie's hand, and the incredible tension squeezing her released itself in pulsing waves, until the slick flesh against her fingers finally relaxed entirely. She slipped them out and brought them up to her mouth for a lick.

Twilight watched Pinkie clean her fingers off, still shuddering from her orgasm. Before Pinkie could finish, she pushed her down onto the bed and flopped down on top of her.

Pinkie laid her arms around Twilight's heaving back and just enjoyed the moment.

“Did I... Was that good?”

“Oh yes.” Pinkie patted her friend's back. “You're a natural.”

Watch It Rise

Chapter 3 ~ Watch it Rise

Pinkie gently closed her bedroom door, leaving Twilight sleeping peacefully inside.

A little drip of something trailed down her new balls and onto her leg. She'd have to head to the washroom again, apparently.

She skipped her way into the upstairs bathroom, nudged the door shut, and whipped her skirt off. Glancing in the mirror, she once again admired her new equipment. Zecora sure knew a thing or two about potion-making!

A little scrubbing with warm water from the sink and a rub-down from one of the towels was enough to clear up everything Twilight had left behind... and enough to get her a little too excited.

Her member wavered in the air, just starting to rise again after the attentions of the soft towel.

“No, Pinkie,” she said to herself, “you can't be doing that now. You've got to save it all for your friends!”

“Well, okay,” she replied. She did take another glance downward, though. It was tempting. Still, she still had three more friends to tend to tonight. Zecora's potion might be good, but Pinkie would still have limits, and she couldn't waste attention on herself when her friends needed it.

Bending down, she swept up her skirt. She threaded her legs through it, hiked it up, and redid the zipper in the back, making sure her tail-hairs didn't get caught in it.

She took one last check in the mirror, checking herself over. Her near-erection had subsided enough to be hidden under her skirt again, and everything was in place. She looked perfect.

So, which of her friends would she go for next? She turned for the door, licking her lips at the thought of Rarity in her tight, slinky dress.

She pulled the door open quickly, ready to get downstairs, but she nearly ran right into Fluttershy.

“Oh, I'm sorry Pinkie.” Fluttershy stepped back, holding her hands together low and against the front of her long skirt. “I didn't mean to get in your way.” The way her arms squeezed her big, soft breasts together nearly made Pinkie drool.

After a moment of staring, Pinkie shook her head. “It's okay! What'd you come up for, anyway?”

Fluttershy looked away and bit her lip. “Well, um... Applejack said you...” She took another step back, moving one hand up to fiddle with her hair.

“Said I what?”

Fluttershy winced. “Never mind, it's okay. I just... uh... came up to use the bathroom.”

“Fluttershy.” Pinkie stepped up next to her and laid a hand on her shoulder. “I'm your friend, you can tell me.”

After a moment of silence, Fluttershy swallowed and finally looked back up at Pinkie. “Applejack said you have a surprise for me?”

Pinkie smiled. “Do I ever!” She hopped up and down, making her boobs jiggle all over the place. “Just head on over to my”– she remembered Twilight, still sleeping in her bed –“I mean, just head on over to the Cakes' room, and I'll show you.”

“Um... okay.”

Pinkie followed Fluttershy down the hall, watching the way her friend's generous hips swayed back and forth and watching the tiny little wisp of tail peeking out from the hem of her long, green skirt.

As soon as the bedroom door closed behind her, Pinkie reached a hand around and grabbed the zipper on her skirt.

“I don't see anything new in here, Pinkie. What's the–?” Fluttershy gasped as Pinkie let her skirt drop to the floor. “Oh my... goodness.” She backed away a few steps and covered her mouth with her hand.

Pinkie winced. She should have known Fluttershy wasn't ready for the shock. “Oh, I'm sorry. Here, I'll put it away.” She bent down to pick her skirt back up, and she pulled it up her legs. “I should have known better than to–”

“Don't!”

Pinkie paused. The squeak had been barely audible, but it was unmistakable. “Don't what?”

Fluttershy looked away again and hid her face behind her hands. “Um... don't put it away... please.”

Pinkie grinned. “Oh. Okay!” She let the skirt drop to the floor again and stepped out of it, kicking it away. Making her way over to the bed, she grabbed the bottom of her shirt, pulling it up over her curved belly. It stopped for just a moment, catching on the crease of her boobs, before it pulled loose, letting them bounce free as she pulled it the rest of the way over her head.

Fluttershy watched as Pinkie tossed her shirt away, leaving her completely naked. She looked down at her own clothes and cringed.

Pinkie flopped down, sitting on the edge of the bed, making her tits bounce again. She tilted her head to the side. “Are you okay, Fluttershy?”

Fluttershy nodded, and took a couple steps closer. She held her hand up to her mouth, trembling slightly.

“What's the matter? Are you feeling–”

Fluttershy's eyes darted down to glance between Pinkie's legs.

“Oh.” Pinkie smiled, drawing a hand across her balls and the member that just barely protruded from its sheath. “Don't worry. I'll make sure you enjoy it.”

Fluttershy glanced away and took a deep breath. She grabbed the heavy fabric of her own shirt with both hands. Letting her eyes dart back to Pinkie, she started to lift it. Pursing her lips together, she pulled the sweater-like top off, exposing the big round cups of her bra. It covered her almost completely, leaving only a tiny bit of cleavage visible. As soon as she pulled the shirt over her head and untangled her hair from it, she held it close to her chest, covering herself up again.

“Oh, Fluttershy.” Pinkie laughed. “We've done it before – it's nothing I haven't seen before.”

Turning her head and hiding behind her pink hair, Fluttershy squeaked. “But... I'm not... attractive. I know that. I don't want to put you through that again.”

“What? Not attractive? Fluttershy, you're the sexiest pony around!”

Her eyes opened wide. “Really? You really think so?”

“I know so!” Pinkie threw her hands up in the air, making her tits jiggle again. “So come on, show me whatcha got!”

“Um...” Fluttershy glanced back and forth across the room. She blushed. “Okay.” Letting her arms fall back down, she dropped her shirt on the floor. She leaned over toward Pinkie and pressed her hands against the bottom of her bra, pushing her soft breasts up.

Pinkie stared down at the deep cleavage in front of her and licked her lips. “Now that's what I'm talking about!”

Fluttershy giggled and slid her hands down her body, swaying her hips to show off her curves. Finally, her hands came to rest at the waistband of her long skirt. She turned almost entirely away from Pinkie as she pulled on it and slipped it down, bending down at the hips, until her hands reached the floor. Her luscious ass presented itself, covered by a wide pair of tightly stretched pink cotton panties. The delicious mound slightly bulging in the center already showed a little dark spot from the moisture seeping through.

As Fluttershy spun back around, she glanced down at Pinkie. The pink cock was already laying down at full length down Pinkie's leg.

Fluttershy grinned and moved her hands behind her back, thrusting her chest out.

Pinkie's stallionhood twitched.

Fiddling for a moment behind her back, Fluttershy finally unclasped the latch. Her tits fell suddenly as the pressure released, bouncing up slightly afterward. Slowly, and looking Pinkie in the eye the whole time, she pulled her big pink bra off, letting her well-endowed chest show for the first time.

Biting her lip, Pinkie watched her cock rise as Fluttershy stood in front of her in nothing but her panties.

Fluttershy pressed her arms in close, pushing her tits together and making them bulge out. They squeezed in easily, giving in to the pressure and making her wide nipples poke out.

Pinkie fidgeted where she sat as her member rose even more.

With one glance back down to herself, Fluttershy slid her hands down to her body again. She pulled the waistband of her panties down, showing more and more of her soft abs, until her marehood was almost exposed. She glanced back up at Pinkie and winked, letting the panties drop to the floor. Her full lips were on display now, showing a glistening sheen on the tiny slit of pink visible in between them.

Pinkie grinned, glancing down at her fully-hardened cock before looking back up at Fluttershy. “Come on over. The bed's nice.” She patted the covers next to her, knowing she'd end up having to wash them before the Cakes came home.

Fluttershy tip-toed over and sat down next to Pinkie, her hands pressed in between her crossed legs.

“Don't be nervous.” Pinkie wrapped an arm around her friend and pulled her in close. “You can trust me.”

Fluttershy glanced away again, then back at Pinkie. She smiled. “I know I can.” After a pause, she pressed her head in close as if to come in for a kiss, but at the last moment, she stopped.

Pinkie wouldn't let a chance like that slip away. She darted in to close the gap before Fluttershy could pull back.

A little gasp of surprise came from Fluttershy, but she soon melted into the kiss, leaning in to Pinkie and wrapping an arm around her friend's neck. She pulled Pinkie in close, pressing her tongue inside.

As Pinkie finally pulled away from the kiss, leaving her face barely an inch away, she smiled. “Are you ready?”

Fluttershy blushed again. “Um... I guess so.” She glanced into Pinkie's eyes again and smiled. “Yes.”

Catching Pinkie by surprise, Fluttershy grabbed her and pulled her down on the bed on top of her.

Pinkie stared down into Fluttershy's face, feeling her stiff rod pressing against Fluttershy's soft belly. Her tits pushed down into Fluttershy's bigger and softer bosom.

Fluttershy's breaths came quick and shallow, and she wrapped her arms around Pinkie's back, squeezing her in close before dropping back down onto the sheets.

Holding herself up on her knees, Pinkie pushed her friend up further onto the bed, which put her mouth just in the right place to go to work on Fluttershy's nipples and put her cock in just the right place to begin its entrance.

Fluttershy made a quiet, squeaky moan as Pinkie's sloppy tongue went to work on one of her big nipples. A pink hand brushed up to play with the other.

Pinkie slipped her hand down from Fluttershy's breast, letting it glide down the curve of her friend's side and then across her leg. She grabbed her own cock, lining it up with Fluttershy's lush entrance.

Fluttershy looked into Pinkie's eyes and nodded.

Dragging her tip back and forth across Fluttershy's soft lips, Pinkie felt her cock glide along easier and easier as slick liquid built up, both from Fluttershy's excitement and her own pre-cum. Finally, Pinkie allowed herself to press in a little.

As the wide, slick tip found just the right spot and slipped just barely inside, Fluttershy gasped. She pulled Pinkie down against her again, her breathing ragged.

Pinkie stopped for a moment, letting her friend adjust. The warm pussy below was grasping at her, trying to pull her in and milk her for all she was worth, but she knew her friend needed a little time to prepare. She just stayed where she was, enjoying her friend's pulsing marehood and dragging her tongue across the huge pink nipple in her face.

Finally, Fluttershy's arms relaxed a little, and her breathing evened out.

Giving another tiny push, Pinkie drove herself just a little further into Fluttershy's heat.

Fluttershy squeaked again, but her hands slipped down Pinkie's back, coming to rest on her big pink ass and pressing down hard.

Pinkie gave into the pressure, bobbing up and down and driving just a tiny bit deeper with each push. As inch after inch of her throbbing cock buried itself, she made her way up the bed. Finally, she ended up face to face with Fluttershy, their boobs pressed together tightly and her cock buried to the hilt in Fluttershy's steamy-warm marehood. She rested there a moment, letting the feeling of the soft, slick grip all around her cock sink in.

Fluttershy moaned quietly. Her belly twitched, and Pinkie could feel the muscles spasm around her member.

After a moment longer, Pinkie pulled back just a little and pushed back in, hard. She pressed herself as hard and deep as she could, loving the feeling of soft pressure pushing back on her.

Fluttershy gasped again and squeezed Pinkie tight, both with her arms around Pinkie's back and her inner walls around Pinkie's cock. Both of their breasts pressed out to the sides as they squished together.

Pinkie lifted her butt up, taking advantage of how slippery her rod was getting by pushing it home again, even harder than before.

Fluttershy bit her lip, stifling a squeal.

Again and again, Pinkie pushed herself in to the limit. She built up a rhythm around Fluttershy's breathing, grunting with each thrust.

Fluttershy's every breath came out as a shallow squeak, and she pressed her hips up every time Pinkie came down, always struggling to push in just a tiny bit further. As Pinkie kept going, Fluttershy's marehood clamped down harder and harder.

Pinkie felt her friend getting close, but she didn't hold back. From the tingling she was feeling, she knew she wasn't far from her own climax. She pressed in harder and harder, loving the feeling of her friend's soft flesh gliding against her own, despite the intense pressure.

Fluttershy screeched and the pressure around Pinkie's cock increased higher than ever before.

Pinkie pressed herself in as far and hard as she could, feeling the head of her cock swell as Fluttershy's marehood throbbed rapidly. She rode out her friend's orgasm, feeling hot juices squirt out onto her balls.

She couldn't take it. With a gasp of her own, Pinkie let herself go. Her cock twitched again and again as streams of her cum sprayed deep inside her friend.

Fluttershy squeezed her arms tight as she was filled with spurt after spurt.

After a long moment, the last few dribbles squeezed out from Pinkie's stallionhood, still as deep as it could go inside Fluttershy. Both mares collapsed down into each other, finally letting their muscles relax.

Pinkie let herself stay warm and cozy inside Fluttershy as they both caught their breath. She leaned her head down to plant a little kiss on the tip of Fluttershy's nose. “You were amazing.”

Fluttershy blushed and bit her lip, but she didn't look away from Pinkie's eyes. “Thank you... You're the best friend I could ever ask for.”

It Takes Three Tries

Chapter 4 ~ It Takes Three Tries

Pinkie held Fluttershy's hand on the way back down the stairs. As they reached the bottom, noises from the party started to filter in. It sounded fun, even though there were only three ponies left in the room now.

“Um... Pinkie Pie?”

“Uh huh?” Pinkie stopped walking at the bottom of the stairs and turned to Fluttershy.

Fluttershy pursed her lips together and twirled the tip of her hair. “Um... well, if it's okay with you... we were talking about it before I went up, and I kind of promised Rarity that she would get the next turn...”

Pinkie laughed. “I should have washed up then. I know she won't like sloppy seconds!”

Fluttershy giggled along with her and headed for the doorway into the main room.

Just as Pinkie turned to head back up to the shower, Rarity slipped in front of her. The wide step to the side made her long, white leg come out through the high slit in her sleek black dress. “And just where do you think you're going?”

“I was just going up for a shower.” Pinkie grinned.

One side of Rarity's mouth raised up, and her painted eyelids closed halfway. “Perhaps I could join you? A shower does sound simply ravishing right about now.”

Fluttershy giggled quietly. “I'll just leave you two alone,” she whispered, slipping away into the main room.

Rarity winked, letting her hand brush over Pinkie as she strutted past on her way to the stairs. She paused for a moment in just the right spot to give Pinkie a wonderful view of her deep cleavage before continuing on up the stairs, the fabric of her dress shimmering with every sway of her hips.

Pinkie wasted no time following her. She bounced her way up the stairs right behind her friend, both her chest and her extra equipment below bouncing all around as she went.

The supple concave curve of Rarity's smooth back twisted slightly with every step, easy to see through the deep backless dress that dipped all the way down to slip just beneath her tail, obscured only by the occasional lace. Rarity glanced over her bare shoulder as she walked, looking back down at Pinkie with an appraising eye.

Finally, Rarity made it to the top of the stairs, and to the washroom on the left side of the hall. She turned to the door, slipping her hand back to rest on her hips. Her long, white leg trailed up through the slit in her dress, up high enough to even show a little sliver of her cutie mark, and above, a bit of the round curve of her breast peeked out through the side. “Well, shall we?” She smiled and opened the bathroom door.

Pinkie rushed in through the door before Rarity could even move. She'd been looking forward to this for a while, and it was already starting to show beneath her little frilled skirt.

Rarity slipped in, closing and locking the door behind her with her magic. She swished over to Pinkie, and without any hesitation, slipped a delicate hand under Pinkie's skirt, sliding it over the quickly hardening stallionhood before fondling the round balls underneath. “Well, well, well.” She lightly bit her plush lower lip. “It seems the rumors are true.”

Slipping her own hand into the slit in Rarity's floor-length gown, Pinkie slid her fingers across the smooth, toned curve of Rarity's ass, coming to rest cupping and squeezing the bottom of the cheek. “Yes indeedy!” She wrapped her other hand around Rarity's bare back, pulling her in close.

Leaning in, Rarity brought her face just inches away from Pinkie's. She breathed deep as Pinkie's hand squeezing her ass caused the lips of her marehood to slide against each other. Her breath played across Pinkie's face, warm and scented with the apple tarts from the party below.

Pinkie trembled. She could barely contain herself. Her stallionhood quivered, fully erect now.

Rarity's horn glowed, and a thin strap slid between Pinkie's hand and the sleek ass beneath it. A tiny pair of shimmering red panties slowly glided down Rarity's legs, coming to rest on the floor. “Ravish me, Pinkie,” she whispered, moving her hand up to clutch Pinkie's cock. Her hand slid across it easily, despite her firm grip, thanks to Fluttershy's lingering juices. Rarity winced. “Maybe we should wash up first, though.”

Hardly able to breathe after the feeling of Rarity's hand gliding across her still-slippery cock, Pinkie nodded. She released her hold on Rarity's backside and took a step back.

Rarity grinned, and staring into Pinkie's eyes the whole time, slipped her hands up the sides of her gown, slowing down as she reached her chest and curled around to the very top edge of her dress. Her smile grew as she watched Pinkie, and she slowly pulled it down.

Pinkie fumbled for the zipper at the back of her skirt, staring wide-eyed at Rarity's now-exposed chest. A twinge of jealousy colored her impression, but she couldn't deny that while Rarity's breasts weren't quite as big as her own, they were easily the nicest out of any of her friends, generously sized, full, and firm, with delicate little pink nipples perfectly centered. Pinkie's mouth dropped open and her skirt dropped to the tiled floor.

Bending down, Rarity slid her dress the rest of the way down. Her tits made only one tiny little bounce as she popped back up. She stood there a moment, posing in nothing but her red high-heels, then, with a smirk on her face, she reached out and pulled Pinkie's shirt up.

Pinkie lifted her arms up to help, but Rarity stopped for a moment as the shirt was still covering Pinkie's face.

A tiny, wet something brushed across one of Pinkie's nipples.

Still trapped in her shirt, Pinkie could only moan as Rarity's tongue brushed all over her wide nipples, moving from one to the other and back again.

Planting a firm, slightly sucking, kiss on each nipple, Rarity finally lifted the shirt the rest of the way off and tossed it to the side.

Breathing heavily, Pinkie looked down to see a perfect red kiss mark on each breast, left from Rarity's glossy lipstick.

Rarity kicked her heels off and slipped away to the shower, looking over her shoulder at Pinkie as she went. She stepped in, and the sound of steaming-hot water soon followed. After Pinkie stood, staring at the silhouette in the translucent shower curtain for a moment, Rarity popped her head back out, her mane already soaked and clinging down across her body. “Are you coming, dear?”

Pinkie shook her head. She must have been completely spacing out. Again. With a sudden smile, she stepped over to the shower and slipped in.

“Let's get you cleaned up then, shall we?” Leading Pinkie by her stallionhood, Rarity gently pulled her into the middle of the hot shower.

Pinkie gasped from the sudden heat of the water, and moaned from the sudden pressure on her throbbing erection.

Smiling and rubbing a little liquid soap into her hands, Rarity reached down and began cleaning Pinkie's cock – thoroughly.

Pinkie's legs felt weak as Rarity's soft, smooth hands glided across every curve, every crevice, every vein of her stallionhood, the slippery soap replacing Fluttershy's stale juices. A drop of pre-cum formed at her tip, quickly brushed away by Rarity's eager fingers.

Rubbing over Pinkie's full length a few extra times, Rarity finally slipped her hands away. She pushed Pinkie back a little, letting the full stream of the shower rinse off the long, gently curved cock. As the last suds of soap washed away, Rarity turned her back, bracing her hands against the wall and spreading her legs out just a little. Her back arched, bringing the slight bulge of her marehood up to face Pinkie.

Pinkie's hands seemed to reach out all on their own, caressing the supple curve across Rarity's cutie mark before brushing down to the pink slit. The warmth of it surpassed even the heat of the shower, and from the slippery feeling, Pinkie could tell that not all the moisture there was just water.

Rarity reached a hand back, grabbing the head of Pinkie's cock and rubbing it across her entrance.

Pinkie didn't need more of an invitation than that. She gently pushed forward. The entrance was difficult at first, thanks to the shower washing away most of Rarity's natural lubrication, but after a few moments of tiny, delicate thrusts, the plush lips parted and the head of Pinkie's stallionhood slipped inside.

Rarity pressed back, and with the tip inside, it slid in easily, gliding in until Pinkie's sheath rubbed Rarity's outer lips. She paused there, savoring the warm flesh pressing against her.

Feeling all of Pinkie inside her, Rarity pressed back onto the hard cock spearing deep inside her. Her pussy throbbed, pulling it in as deeply as she could. A tiny gasp escaped her lips.

Sliding almost all the way out and fully back in again, Pinkie settled into a slow, smooth rhythm, savoring every contour of Rarity's tight inner walls hugging her. She reached up to roll one of Rarity's perfect tits in her hand, taking the occasional opportunity to tweak a nipple.

Rarity's back arched even further, pressing her wet marehood hard against Pinkie's crotch, and allowing a precious little extra penetration. She moaned slightly, still ladylike even with the pulsing rod inside her.

Watching her long, pink stallionhood slide in between the cheeks of Rarity's ass, hearing the little wet slap every time they met, it didn't take long for Pinkie to get close. She grunted, picking up her pace.

“Do be sure to pull out, won't you, dear?” Rarity glanced over her shoulder, making her damp mane lay across the curve of her back.

With a grunt, Pinkie tensed. She couldn't hold it in any longer. She yanked her hips back, and her thick, meaty cock popped free just in time to unload spurt after spurt of hot cream right into the still-gaping slit beneath Rarity's tail.

Rarity grinned and giggled a little. “Well, at least you tried.” She glanced down. “It looks like you're not quite done yet, though.”

Pinkie followed her friend's eyes down to her still-pulsing erection. It hadn't gone away in the slightest.

Grabbing Pinkie's cock again, Rarity pulled it back to her, a little higher this time, rubbing it against her tiny puckered back door. “Do get started, dearie. We don't want the water to wash away all our lubrication, now do we?”

Pinkie did as she was told. She pressed in, gentle and firm, gradually increasing the pressure.

Rarity moaned again, louder this time. Her breath hissed through her clenched teeth.

The combination of Rarity's juices and the cum still dripping all over her ass proved to be enough of a slippery mess. With a sudden pop, the slightly flared head of Pinkie's member poked inside. Rarity groaned, and the two of them held still for a moment as her asshole slowly relaxed.

As the crushing pressure encircling her tip melted away, Pinkie finally allowed herself to push in a little deeper.

“Mmnf.” Rarity's hands slipped a little lower down the wall, pushing her backside onto Pinkie.

Pinkie's hand slipped down from cupping Rarity's breast, running along her body, down her belly, and along the crease of her hip. Her fingers went to work, gently rubbing up and down her friend's still-dripping slit before slipping inside. She waved her hips, rocking her cock back and forth in Rarity's ass, slipping a tiny bit deeper into her friend each time. Her fingers curled forward to caress the most sensitive part of Rarity's pussy, while her now-slippery palm massaged the swelling clit.

Rarity moaned, rocking her own hips in tune with Pinkie's motions. “Oh, do keep doing that! It's simply divine!” She pressed backward even harder.

Pinkie panted from the heat of the shower, and from watching her cock disappear inch by inch into Rarity's welcoming ass. She could distinctly feel the ring of her friend's entrance clenching hard around the middle of her member, and she reveled in the soft warmth deeper in.

The motion of Rarity's hips quickened, along with her breathing. As Pinkie approached bottoming out inside her, the motion degraded into a vibrating shudder. She squeaked out a tiny gasp and stared into Pinkie's eyes, shoving herself back as hard as she could.

The gripping ring around Pinkie's cock clamped down hard, trapping her inside, while a rush of warm marecum washed across her hand. Muscle spasms rolled along her buried length.

The rush of sensations triggered Pinkie's own climax. Unable to pull out, she pushed her swelling member as deeply in as she could, lining Rarity's insides with thick ropes of cum. She braced her free hand against the wall next to Rarity's, dropping down to rest against her friend's back.

As Rarity's breathing calmed, and the pulsing of her muscles died down, her asshole finally relaxed, allowing Pinkie to slip out with a wet plop. She pushed herself back up and turned around, her breasts heaving up and down with every breath. She glanced down. “My goodness, darling. You're still not done?”

Pinkie glanced down again. Sure enough, her erection still raged on, eager for round three.

“Applejack wasn't kidding when she said that potion must have given you extra stamina.”

Pinkie giggled, making her boobs bounce a little. She shrugged her shoulders up, and glanced away to the side. “I might have drank just a little more than the recommended dose.”

Rarity licked her lips. “Well, I certainly can't leave you like this. Let's see if I can help you out.”

She knelt down, using her magic to direct the water across Pinkie's sloppy stallionhood.

The tingling sensation of water laced with magic rubbing across her shaft brought another totally new feeling, just when Pinkie thought she'd found out everything her potion-derived equipment could give her.

Rarity's horn stopped glowing, and the water returned to its natural course, streaming across Pinkie's back. She traced her fingers down the sparkling clean cock in front of her face and smiled. “Just relax and enjoy, dear.” She kissed the tip. “Generous as I am, I've had a bit of practice.”

Before Pinkie could reply, Rarity's tongue darted out, circling around the head of her stallionhood before brushing lightly across the hole.

Rarity trailed her fingers lightly up and down both sides as she lavished the head with her tongue. She dipped down, licking long and slow down one side, across the balls beneath and up the other before coming to rest back at the tip. With a private little grin and a wink, she opened her mouth and slipped it inside.

Pinkie sighed, feeling those luscious lips sliding across the most sensitive parts of her shaft. She reached down to brush a curl of clinging purple hair out of Rarity's face.

Working her hands up and down the shaft in earnest now, Rarity bobbed her head harder and harder, sinking down deep. She curled her back as she took more of Pinkie's length, allowing it to slide down her throat.

Watching in disbelief, Pinkie groaned as Rarity's lips passed well below her medial ring. She wouldn't have thought it possible to go that deep, but Rarity still pulled more and more of her inside, looking up with eager eyes.

Rarity's whole body rocked back and forth, and as her mouth slipped deeper, her hands moved down to cradle and gently massage Pinkie's bulging balls. Finally reaching the sheath, Rarity paused with the shaft still deep in her throat and looked up past Pinkie's tits into her friend's face.

Pinkie just stared at her, amazed at what she saw and stunned by what she felt.

One of Rarity's hands slipped away from Pinkie's firm, round balls and snaked around to grip her pink ass.

As Rarity's hand began to push and pull Pinkie forward and backward, it dawned on her what Rarity wanted. She grinned. Catching on to her friend's rhythm, she thrusted her hips, rutting into Rarity's face with abandon.

Rarity moved with Pinkie a little, her tail lifting high above her bobbing ass cheeks.

As the sensations of Rarity's mouth and throat grew, the ministrations of Rarity's hand cupping around Pinkie's balls seemed to press warmth all throughout Pinkie's sex. Before she even knew it, the tingling of an oncoming climax rushed through her.

The swelling of Pinkie's tip inside Rarity's throat was finally enough to elicit a gag. She pulled it out quickly, slinging her head back and flinging the trail of saliva that still connected her to the stallionhood away. She flung her wet mane out of the way with one hand and grabbed onto the middle of Pinkie's shaft with the other.

Pinkie exploded onto Rarity, spraying spurts of her warm white essence across Rarity's round breasts.

Rarity arched her chest forward, tilting her head back and reveling in the two very different warm showers across her front and back. As the last few spurts of cum dribbled out, she rubbed a hand across her breasts, rolling them around and letting the smears of white disappear into her velvety coat.

Pinkie shuddered and breathed hard, still looking down at Rarity. Despite the erotic show of her friend caressing the thick ropes of cream into her tits, Pinkie's stallionhood gradually fell and returned to its sheath. Smears of red lipstick encircled the base of it.

Rarity rose up without warning and pulled Pinkie in close, smearing Pinkie's load all over both of them. She leaned in and pulled Pinkie's head in for a kiss, thrusting her warm, salty tongue in deep. As she pulled away from the kiss, she wiped her mouth with a finger.

Pinkie pushed forward a little, moving them both under the rushing stream of hot water.

“Yes, good idea.” Rarity giggled. “I do think it's time we washed up... again.”

Time Really Flies

Chapter 5 ~ Time Really Flies

Pinkie rushed back into the main room of Sugarcube Corner, dragging Rarity along behind her.

Rarity staggered along behind her, struggling to keep up in her stilettos. The moment Pinkie stopped, she smashed into her back. She let go of Pinkie's hand and moaned. “Pinkie, whatever is the rush? Why did we have to tumble down in such an unladylike fashion?”

Pinkie didn't respond. Her eyes were locked on to something across the room.

Leaning back in a folding chair, her bare legs crossed in front of her, Rainbow Dash stared back. She twirled a maraschino cherry stuck on a toothpick around in her fingers, and a lopsided smirk grew on her face.

As Rarity shook her head and walked off, Pinkie took a few absentminded steps forward.

Rainbow lifted the cherry up to her mouth and held it in her lips, never taking her eyes off Pinkie. She pulled it off the toothpick, holding it on her tongue for a moment before closing her mouth and crunching down. Still staring, she flicked the toothpick away to the side, and strutted across the room.

When Rainbow stopped right in front of her, Pinkie sniffed. She could smell the cherry on her friend's breath. It was one of Pinkie's favorite foods, and she was sure Rainbow hadn't been eating it by coincidence.

“So, you saved the best for last, huh Pinks?” Her smirk returned, even stronger now as her hand reached out to grab onto Pinkie's hip. “Hope you didn't wear yourself out already, 'cause you're gonna need your energy with me.”

Pinkie bounced up and down, at the risk of her flapping skirt revealing too much. “I've got lots of energy!”

“And that's what I love about you!” Rainbow laughed. She pulled Pinkie in, stopping her bouncing by pressing their bodies together.

“Wanna go upstairs?” Pinkie asked, in a relatively quiet voice.

Rainbow leaned her head in, mashing their lips together. Her tongue wasted no time finding its way through Pinkie's lips to caress against her own. The sweet taste of the cherry washed through Pinkie's mouth.

After a moment, Rainbow pulled away, not bothering to wipe the thin strand of saliva still connecting them. “Thought you'd never ask.” She winked and darted by, already on her way up.

Pinkie ran up the stairs as fast as she could, but of course she was no match for Rainbow, even with that tight little ass ahead to motivate her. She stopped to pant at the top, while Rainbow just leaned against the railing, watching her.

“I really have no idea how you manage to run with your tits flopping around like that.” Rainbow giggled.

Still a little out of breath, Pinkie rolled her eyes. “This time, they're not the only things I had to deal with flopping around.”

That drew an outright laugh from Rainbow. “Well, come on then! What are we waiting for?” Without any warning, she gripped the bottom of her white tank top and pulled it over her head in one swift motion. Tossing it behind her, she grabbed for her tight, black shorts and peeled them off, too, letting them drop down her legs.

Pinkie's panting continued, but for an entirely different reason. She stared at the pegasus in front of her.

Rainbow's chest may have been the flattest Pinkie had yet seen, but her body was thin, toned, and lithe. Tightly stretched muscles curved all around her, and the gentle curve disappearing into the low waistband of her tight blue panties made Pinkie lick her lips.

Turning around, Rainbow dug her thumbs into the waistline of her panties and pulled them down, bending over as she slid them to the floor, totally businesslike. As soon as they hit the floor, she spread her legs out and arched her back, bringing her small, slit up into Pinkie's view.

Pinkie's tongue hung out. As she stared, her stallionhood steadily grew.

Long, rainbow colored socks ran up the lean legs in front of her, leading up to taught, round cheeks that framed a wide stretch of smooth skin in between, where Rainbow's little marehood waited, already beginning to glisten with moisture. She looked over her shoulder, flicking her tail to the other side so she could see better. “Well, Pinkie, are you just gonna stand there or what?”

Pinkie shook her head and snapped back into focus. “Um, right here, on the stairs?”

In a flash, Rainbow whirled back around and shot up next to Pinkie. “Yeah.” She reached around and unzipped Pinkie's skirt, letting it fall down, hanging on her erection. “What else do we need?”

After a moment, Pinkie shrugged. She pulled her own shirt over her head, letting her breasts bob freely, and reached down to lift her skirt over her member so it could finish its fall to the ground.

Rainbow didn't miss the opportunity. She latched her lips onto one of Pinkie's nipples while Pinkie was busy fumbling with her skirt.

Pinkie gasped, but she managed to get her skirt off, leaving them both completely naked, except for Rainbow's thigh-high socks.

With another smirk, Rainbow grabbed Pinkie's tip tightly. “Are you gonna ram this cock inside me like you mean it?”

Pinkie grinned. She knew how Rainbow liked it. “Of course!”

“Are you gonna rut me 'till I scream?”

A little dab of pre-cum dribbled from it. Pinkie nodded and grinned.

Rainbow stuck both of her hands onto Pinkie's breasts and pushed, hard, using her wings for extra force.

Pinkie went down hard, barely able to catch herself before her back smashed into the wooden floor behind her. “Oof!” She looked back up, just in time to see Rainbow bearing down on her.

Landing with Pinkie in between her legs, Rainbow pressed her sex up against Pinkie's stallionhood, pressing it between them. Already, she started rubbing up and down on it, grabbing onto Pinkie's breasts with her hands.

Pinkie's eyes went wide, both from the surprise of being thrown to the floor, and from what she was seeing. She breathed heavily – Rainbow's hands at work on her chest felt lovely, not to mention what was going on further down.

The lips of Rainbow's marehood slid up and down easily, and Rainbow put more and more motion into each thrust. She closed her eyes and pinched her mouth closed tightly, grabbing onto Pinkie's breasts tighter and tighter.

Pinkie grabbed Rainbow's thighs, just above the top of the socks. She pushed and pulled in time with Rainbow's rhythm, thrusting her hips up a little to give just a little more pressure.

“Oh, buck yeah!” Rainbow arched her back, bringing more of the pressure onto her swelling clit as she writhed back and forth. “You want to shove it in my tight pussy, don't you?” She squeezed Pinkie's tits even harder. “I'm gonna fuck you so hard!”

Pinkie just smiled. “Uh-huh! Open that pussy up wide!” She knew Rainbow liked dirty talk.

Slipping one hand away from Pinkie's well-endowed chest, Rainbow grabbed onto the tip of the stallionhood underneath her. “Your cock's so hard. I gotta feel it inside me!” With the next thrust, she pushed herself up extra high, shifted Pinkie's tip into position, ramming herself down on it. She slid all the way to the bottom in one quick thrust. “Mmn, yeah! Nice and deep.” She ground herself against Pinkie's sheath.

The squeezing of Rainbow's passage around her made Pinkie gasp. The way Rainbow writhed around, she could constantly feel every inch of herself inside.

“Fuck me! Make me spray my cum all over you!”

Pinkie didn't have to be told twice. She lifted her hips, pushing Rainbow up, and brought them back down, letting Rainbow fall back against them.

Rainbow's firm ass crashed down on Pinkie's thighs as she bottomed out again. “Ah! Buck yes! Stretch my tight cunt!” Both her hands went back to work on Pinkie's breasts.

With a couple more thrusts, Pinkie fell into a rhythm, smashing into Rainbow's sex the moment she slammed down, pushing her up again.

“Faster! Harder!” Rainbow's wings flared out, and her hands squeezed tight. “Oh damn! Your cock's so hard!”

Pinkie complied, using her hands against Rainbow's hips to ram herself in even more vigorously.

“Fuck! Unh! Oh-fuck oh-fuck oh-FUCK!” Rainbow smashed herself down onto Pinkie, and her sex clamped down hard. A rush of warm wetness flooded Pinkie's groin.

Pinkie pushed into her friend as hard as she could as the waves of orgasmic spasms pulsed over her cock.

“Damn that was good.” Without even taking a moment to breathe, Rainbow lifted herself up and off of Pinkie, letting the pink stallionhood flop back onto Pinkie's belly with a wet slap. “And I'm still the fastest mare around!” She hopped over to the stair railing with a flap of her wings. “But you didn't make me scream... Yet. Ready for round two?”

Pinkie lifted herself up off the floor. “You betcha!”

By the time Pinkie made it to the railing, Rainbow was already leaning over it, back arched, ass out, and tail raised high. Glistening wetness covered everything between her legs. Rainbow's fingers slipped under her belly as Pinkie watched, and they started massaging her clit even before Pinkie got close. “What's taking so long? Get that big pink cock inside me! Fill me up!”

Taking her stallionhood in hand, Pinkie lined it up with Rainbow's slit and rubbed the tip of it up and down against it.

“I'm done playing!” Rainbow pushed back hard, shoving herself onto it. “I want your cum inside me now!”

Pinkie grabbed Rainbow by the waist and shoved herself in as deep and fast as she could.

“Unh! Fuck! That's more like it!”

Pushing and pulling against Rainbow's hips, Pinkie bore down on her. “You like it like that?” she said, in between the wet slapping sounds. “Huh? You like it hard?”

“Buck yes!” Rainbow's legs spread apart a little wider. “Fuck me harder! Wreck my cunt! I wanna be sore in the morning!”

Pinkie couldn't go much harder, but she gave it her best try, breaking into a sweat as she slammed into her friend over and over. She could feel Rainbow's fingers still at work below, making tight, fast circles around her clit and brushing across Pinkie's shaft. As Rainbow tightened up again, Pinkie rammed herself against Rainbow's ass, pushing herself as deeply as she possibly could and holding there.

“Oh buck! Oh buck! Oh buck! Mmnf! Mmm...” Rainbow's warm inner walls squeezed against Pinkie's rod again. “AAAH! FUCK ME!” Rainbow screamed. Her sex spurted warm fluids all over Pinkie's thighs.

Rainbow leaned against the rail, panting.

Pinkie paused. “That better?” She smiled, leaving herself buried deep inside Rainbow.

Rainbow looked over her shoulder. “Yeah. You gotta tell me how you got one of those. We've gotta to this more often!”

“All in good time,” Pinkie teased, pulling out slightly. “First, I've got something else to do.”

Rainbow's eyebrows furrowed. “What's tha–”

Pinkie slammed herself into Rainbow again, silencing her. “Silly. You still have to take a load from me, remember?”

Rainbow moaned, and her wet marehood pulsed.

Pinkie ran her hands up and down the smooth, sleek muscles of Rainbow's back, imagining just how deep inside her tip must be. She followed Rainbow's tense flight muscles around to her chest, and she rubbed the little tits, pinching the tiny blue nipples in between her fingers.

The hairs of rainbow's coat stood on end, and her tail twitched. “Yes! Fuck me again! I want more! I want your jizz all over me!”

Pulling back just a little, Pinkie pushed back in, beginning to make fast, tiny jerks back and forth. She let go of Rainbow for just a moment, just long enough to slap hard against the tight little ass in front of her before grabbing it again, squeezing hard over the slightly red mark.

“Mmn. Harder!” Rainbow let her chest fall down against the railing. “Faster!”

Pinkie sped up, sacrificing the length of her strokes for even more speed. She was practically just vibrating in place. Her hand reached forward to grab Rainbow's ponytail and pull her head back. She leaned in close, licking Rainbow's neck.

The door just down the hallway opened.

Everything froze. Pinkie stopped and Rainbow fell silent. The only movement was the twitching of Pinkie's still-buried cock and the slow pulses of Rainbow's marehood.

Twilight stepped out through the bedroom door, fully clothed. She yawned at turned toward the stairs. Stopping for a moment, she just stared and blinked.

Both Pinkie and Rainbow stared at her, silent, motionless, and wide-eyed. A drip of Rainbow's juices dropped to the floor between their legs, landing with a wet splat onto the little puddle already forming there.

Twilight rubbed her eyes and stared for a moment longer. Finally, she shook her head slightly and gave a tiny smile. Walking calmly past the two mares, she stepped down the stairs.

Rainbow watched her on her way down the stairs and out into the common room before turning back to look at Pinkie.

The corners of Pinkie's mouth twitched up.

Rainbow could hardly suppress her grin.

At the same time, both of them burst into laughter.

Feeling Rainbow's insides pulse with every chuckle, though, Pinkie was reminded of the matter at hand. She pulled out, silencing Rainbow's laughter as she did so, and rammed herself back in, pressing hard at the end as she pulled against Rainbow's hair.

“Oh buck yeah! That's good!” With the next thrust, Rainbow pushed back at the end, giving it even more pressure. “Yeah! Fuck me raw!”

Pinkie slid her throbbing shaft as far in as it would go, again and again, pushing the limits every time. The tip of her cock began to swell.

Rainbow had to have felt it, deep inside her. “Oh yeah! Fill me up! I want your cum in me!”

As Pinkie felt the tingling in her crotch turn into a burning pressure, she had other ideas. She pulled herself out, leaving behind a wet plop and a spray of juices, and she pulled Rainbow back.

Off balance, Rainbow fell to the floor. She landed on her butt and looked up at Pinkie with her mouth wide open and eyes full of surprise.

Pinkie grinned. An open mouth was just what she'd been hoping for. She grabbed Rainbow's head and pressed it against the swollen tip of her stallionhood. As wide as it had flared up now, there was no way it could get inside, but it didn't need to.

The first spurt of hot seed exploded into Rainbow's mouth before she could move. With the huge, flared head of it pressed hard onto her mouth, swallowing was the only option. Her eyes opened wide, fixed cross-eyed on the pulsing shaft leading up to her mouth. She pushed against Pinkie's thighs, but it wasn't enough, and wave after wave of bitter, salty cream flooded her mouth.

“Oh, stop... unh... You know you... aah... want my cum.” Pinkie didn't let up, but the pushing against her stopped.

Rainbow tried to keep up, but there was just too much. Her mouth filled, and the last few squirts forced the excess to spray out around her lips.

Finally, Pinkie released Rainbow's head. “Hey, you asked me to fill you up, after all.”

Rainbow swallowed, her throat pulsing several times as she finished of what was still in her mouth. Wiping her lips with the back of her hand, she looked up at Pinkie. “When I find out how you got that, I'm getting one of my own, and you're gonna regret this.”

Pinkie winked, her sagging stallionhood still right in front of Rainbow's face. “Promises, promises.” Glancing around at the mess, she giggled. “Now let's get cleaned up and head back downstairs. I have a surprise for everypony.”

Rainbow raised an eyebrow. “One surprise isn't enough?”

“More is better!” Pinkie skipped toward the bathroom, both her breasts and her extra equipment flopping wildly.

Shaking her head, Rainbow stood up to follow her. She stopped, though, when Pinkie froze.

“Wait...” Pinkie clenched her legs together. “I feel funny... It's like I'm... Aah!”

With a pop, and a puff of pink smoke, Pinkie's stallionhood vanished, leaving behind the puffy pink lips and inviting slit Rainbow was familiar with.

Pinkie looked down. “Aw, the potion ran out!” Her shoulders slumped. “I was starting to like having a little dingle-dangle going on under my skirt. Well, at least I was able to show everypony before it went away.”

“Potion, huh?” Rainbow rubbed her chin with two fingers. “And where would somepony get a potion like that?”

Resuming her walk to the bathroom, Pinkie looked over her shoulder and grinned ear-to-ear. “Don't worry, you'll get some.” She stopped at the door, tilting her head to the side. “Come on, let's get cleaned up first, and then I'll show you.”

Rainbow's smirk returned. “Deal.”

Bonus Chapter: Very Warm Goodbyes

Bonus Chapter ~ Very Warm Goodbyes

Pinkie Pie exploded into the main room downstairs.

The music had been turned off, and the cake table was empty except for a few scraps and stale leftovers. Streamers and confetti littered the floor.

Her four friends inside had been propped up on chairs, chatting in one corner of the room, but they all stood up and brightened as soon as Pinkie jumped in.

“Well well well, if it isn't the birthday girl herself!” Twilight giggled. “Did you have a good time?”

Rainbow Dash stepped into the room behind Pinkie. “You already know we did!” She hopped into the air, hovering on her wings, and laughed at Twilight's blush. “Pinkie here was just getting ready to tell us about the big surprise she has for us.”

Applejack ground her palm into her forehead. “Ah think we've all seen her surprise already.”

“And, well...” Rarity shifted uncomfortably from foot to foot, holding a hand to her lower belly. “I, for one, think I've had enough surprises for one day. It does get uncomfortable after some time.”

Pinkie laughed. “Don't be silly! I've got a different surprise for all of you!”

“Would this surprise happen to be under your skirt?” Twilight raised an eyebrow.

“Not yet!” Pinkie winked. “But I hope they will be soon!”

Pinkie raced for the door as her friends shared a collective “Huh?”

In a flash, she was outside and back in again, this time holding her little wooden box. Six bottles clinked against each other inside.

Rainbow's eyes widened as she drifted closer. “Is... Is that what I think it is?”

“Yes indeedy!” Pinkie smiled wide and made her way over to her friends, Rainbow following her in the air the whole way. She giggled as she realized that Rainbow just happened to have been hovering at just the right angle to look down her shirt the whole time.

“Pinkie, dear?” Rarity peered down at the white liquid sloshing around in the little bottles. “Just what does Rainbow think that is?”

Pinkie giggled. “Oh, nothin'.” She blinked her eyes innocently. “It's just five bottles of Zecora's 'gender bender' potion.”

Twilight's eyes went wide. Fluttershy gasped.

“My potion ran out, and now I'm back to normal... but you girls could still have some more fun with it.” Pinkie winked at them. “So take a bottle home, and share it with somepony special!”

Her friends all glanced at each other.

“Um... I don't need to go anywhere to find somepony special.” Fluttershy cringed down, wringing her hands in front of her long skirt. The way it made her soft breasts push together made Pinkie breathe just a little more raggedly.

“Yeah!” Landing next to Pinkie, Rainbow nudged her in the side with an elbow. “I've got somepony special right here!”

Rarity looked her deep in her eyes. “Indeed. Everypony deserves to be treated as... somepony special on their birthday, right?” The corner of her mouth turned up in a tiny little smirk.

Pinkie's eyes went wide, and her grip on the box tightened. “You want to... all... with me...?” She blinked for a moment, then smiled. “Okay! Who wants to go first?”

Without any hesitation, Rainbow grabbed a bottle out of the box. “Me!” With her thumb, she popped the cork off it. She did hesitate just slightly, though, with the little glass bottle poised right in front of her lips. With a blink and a tiny shrug, the moment passed. She tilted her head back and guzzled down the milky liquid inside.

“Um, Rainbow?” Pinkie set her box down on a nearby chair. “Before you drank that, you probably should have–”

Rainbow waved a hand at her and rolled her eyes. “Don't sweat it. You drank it, and you're fine. In fact, I'm not even sure it's doing anything. I don't feel any diff– umf!” One of Rainbow's eyes twitched, and she clenched her legs together, bending over a little.

“Oh! Don't worry! I'll get it!” Pinkie dropped to her knees in front of Rainbow, reaching her hands out to grab the waistline of her friend's tight-fitting short shorts. The new bulge in them was obvious. In one swift stroke, she pulled down both Rainbow's shorts and panties, freeing her from the tight, stretchy clothing.

“Ah...” Rainbow's shoulders slumped, and she panted heavily. “That's better. Whew... those were really tight.”

Between Rainbow's narrow hips, two modest sized, but tight and tasty-looking balls hung right in Pinkie's face, with a stallionhood just beginning to poke out of its sheath just above.

Pinkie licked her lips. She wanted, needed, to coax that little guy out. Without thinking about it, and without warning Rainbow at all, she dove in, reaching around to grab Rainbow's ass and pull her closer. She kissed the rounded little tip poking out of the sheath before moving down to glide her tongue across the smooth crease between the two firm balls.

Before Pinkie could even get a second lick in, Rainbow's warm, heavy cock flopped against her face, drooping over her eye.

She glanced up at Rainbow, with the rapidly swelling stallionhood still draped over her cheek, and she smiled.

Rainbow looked back down, panting with her tongue hanging out slightly. Her shaft twitched and firmed up a little, batting against the side of Pinkie's face.

Pinkie knew what Rainbow wanted. She slid her hands down to her own chest and pushed her own boobs up, making sure her cleavage showed nice and clearly through the cut in her shirt. Turning her head slightly to the side, she planted a long, sensuous lick along Rainbow's growing length.

“Oh my gosh! I never knew stallions felt like that!” Rainbow gasped as Pinkie's wide tongue once again stroked across her new appendage. “No wonder they like it so much.”

Rainbow's cock quickly firmed, soon becoming completely hard. It was much smaller than Pinkie's had been, but still not bad; given Rainbow's smaller proportions, it seemed to fit.

Letting her tongue splay wide, Pinkie pressed it against the slight flare at Rainbow's tip and opened her mouth. She looked up into her friend's eyes and waited.

Rainbow didn't make her wait long. With a slight thrust of her hips, she slid herself into Pinkie's welcoming mouth.

Grinning around the cock in her mouth, Pinkie began working her way down. She had to raise herself up a little in order to get the angle right, but she easily worked her way all the way down to Rainbow's sheath.

Pinkie's eyes opened wide when she felt Rainbow's hands grab the back of her mane.

Rainbow pulled Pinkie's head up, only to shove it back down. “It's payback time!”

“Mmn hmn mh!” Pinkie replied, closing her eyes.

Again and again, Rainbow plunged herself into Pinkie's mouth. Pinkie could feel every vein at the base of it as they slid across her tongue, and she could feel the medial ring tickling the back of her throat. The heat radiating from it grew, and in her throat, the tip flared out.

Rainbow's thrusts slowed, and she began pausing at the deepest point each time. “Oh damn, Pinkie, I'm gonna–”

As the first hot spurts shot deep into her throat, Pinkie's eyes flashed open. She quickly settled down, though, and started swallowing like mad, trying to keep up with Rainbow.

Rainbow's endowment may have been smaller, but her volume belied her size. Pinkie could barely keep up as the cock in her throat pulsed again and again.

Just when Pinkie thought she couldn't take any more, Rainbow's orgasm began to die down. The spurts became smaller, and Rainbow began pulling out of her mouth.

In the end, only a tiny trickle escaped Pinkie's mouth, slipping out of the corner of her lips and dribbling down to her chin.

Rainbow slid herself completely out, letting her now-limp cock dangle in Pinkie's face. After a slight pause to catch her breath, though, she took hold of the base of it with one hand, slung it sideways and slapped it across the side of Pinkie's face, leaving a sticky white splat behind. She grinned down at Pinkie. “There. Payback.”

Pinkie smiled. “Yeah, I probably deserved that.” She turned to her other friends. “Don't you think I deserved that after I–”

Four mares gaped at her, their mouths hanging wide open.

“Oh... right... privacy.” Pinkie gave a weak, nervous giggle.

Applejack blinked for a moment before shaking her head. “Well, that sure was somethin' you don't see every day.”

With a deep breath, Twilight came back to herself as well. She knelt down and grabbed a bottle from the box. “I think I could stand to see it again.” Smirking, she popped the cork out and stood up. Her little white panties slid down her legs, enveloped in a violet magical glow. Holding the bottle up to her lips, she sucked it down.

Pinkie grinned, wiping the cooling smear off of her face with the sleeve of her shirt. This was something she could look forward to.

Twilight glanced at the other three mares. “Well? Are you going to join me?”

After a shared glance between the two of them, Applejack and Rarity shrugged. They both swept up bottles of their own.

“Uh, just make sure you take those shorts off first, A.J.” Rainbow winced. “It was uncomfortable enough in exercise shorts, and those jeans don't look like they have a lot of give.”

“Always tryin' to get me out of my clothes, aren't ya, Rainbow?” Applejack laughed. “Though, I reckon I saw enough to have learned that lesson already.” With her free hand, she popped the buttons of her shorts open.

“Are you going to join us, Fluttershy?” Kicking her own panties away from her feet, Rarity downed her potion, grimacing at the taste. A moment later, her tail shot up. “Oh! Oh my... that does feel... interesting.”

Finally managing to squeeze out of her tight jean shorts, Applejack gulped down her own bottle. “If'n you don't want to, ya don't have to, Sugarcube. We'll understand.” With a small puff of orange smoke, Applejack's new equipment arrived, the balls jiggling as they fell into place.

“Ah... no. I, well, um... I want to... but...” Fluttershy glanced away.

“Well, then what's the hold up? Chug a bottle, and let's go! There's nothing to be ashamed of.” Rainbow glanced toward Applejack's crotch, then looked back at Pinkie. “Speaking of things to be ashamed of... How come mine's so much smaller? I must have got a defective potion or something.”

Pinkie shrugged. “I dunno. Zecora said that drinking more only makes you hornier, and that the size just depends on the mare who uses it.” She turned to Fluttershy, grabbing the last full bottle and offering it to her. “Are you ready, Flutters?”

“I... um, I don't know.” Fluttershy turned away, still looking at Pinkie out of the corner of her eye, barely visible past the trailing curl of her mane.

“Oh, do come on, dear.” Rarity stepped over next to her and laid an arm over her shoulders. “It's just a bit of harmless fun, and it will be most enjoyable, I'm sure.”

“Well...” Fluttershy slumped, letting her long-held breath out. “Okay.” She plucked the little glass bottle from Pinkie's hand. “I guess it can't hurt to try it, just this once.”

Everypony watched Fluttershy as she slowly sipped down the potion. For a few moments, nothing happened, then a few more. Time seemed to stretch on forever, and still nothing changed.

Pinkie glanced back down at her box. Maybe there had been a defective potion in there.

The sound of fabric ripping rang out in the quiet, and the shreds of what used to be Fluttershy's panties fell to the floor below her skirt.

“Oh... I – my goodness!” Fluttershy stumbled slightly. “I didn't expect it to be so heavy.”

Pinkie didn't remember that particular feeling when she first took the potion. She glanced around at her other friends. They shrugged. “Hey, Fluttershy,” she said, “how about you come show it to me?”

Fluttershy's breathing quickened, making her bulging sweater heave. Another bulge was already growing in the middle of her skirt below. “Oh... well, I'm not sure if I should really–”

“Oh, come on!” Rainbow stepped forward, her limp blue cock still swinging freely. “You didn't take that potion just to hide it from everypony, did you?”

“Well, I guess not.”

“Remember the self-confidence lessons we were working on?” Twilight asked. “Come on, show 'em what you've got.”

With a deep breath, Fluttershy squared her shoulders, making her chest bulge out. “You're right.” Without losing an iota of her resolve, she reached behind her back and unfastened the high waistband of her skirt.

When the skirt dropped, everypony's jaws dropped. Fluttershy's new stallionhood hung down well below her knees, resting against the front of an enormous pair of balls. It was far bigger than any Pinkie had ever seen, and still growing as Fluttershy's arousal bloomed.

Fluttershy winced. “Oh, it's awful, isn't it? I should never have taken off my–”

“Awful?” Rainbow laughed. “I wish I had one like that! It's amazing!”

“You really like it?” Fluttershy looked back up.

Pinkie rushed up in front of her. “I like it a lot! And I'm getting it inside me! Yay!”

Rarity stepped up next to her. “Do you really think that's such a good idea? I don't think it will quite–” she glanced down, then back up again “–fit.”

Staring at the hardening yellow stallionhood in front of her and licking her lips, Pinkie dropped down to her hands and knees. She cupped her hand along the underside of it near the tip and lifted it up. “Don't worry.” She grinned wide. “After years of eating cakes in one bite, I can handle it!” Leaning a little forward, Pinkie slid her tongue across the wide expanse of Fluttershy's flattened tip.

“Ooh...” Fluttershy looked down at her. “Are you sure you're – ah! – going to be... oh, oh my goodness... okay?” With Pinkie hard at work down below, she could barely even breathe. Her erection kept growing.

Rather than answer, Pinkie opened wide, impossibly wide, and wrapped her lips around Fluttershy's flaring head.

Fluttershy squeaked. She held her hands up to her mouth, watching as more of her shaft slipped through Pinkie's. Her breath came in ragged gasps. The sweater suddenly feeling much too warm, she reached down and slipped it up and over her head, leaving her wearing only her comfortable bra.

Still slipping Fluttershy's shaft in and out, going a little deeper each time, Pinkie glanced up appreciatively at her friend's exposed body. She reached a hand out and cupped it beneath Fluttershy's massive balls, feeling them tighten as they moved in her fingers.

Fluttershy's mouth dropped open as Pinkie finally bottomed out, kissing her lips up against the sheath. It shouldn't have been physically possible, but then, Pinkie never was one to let that stop her.

Pinkie stopped, full to the brim, enjoying the feeling of warmth from the completely hardened stallionhood filling her throat.

Before she could pull back for another plunge, her skirt lifted, and another cock flopped onto her bare backside, sliding downward toward her sex.

Rarity tossed her gown onto the back of a chair. “I hope you're prepared to do a little multitasking, dear.” She winked, reaching down and rubbing the slender head of her new member up and down against Pinkie's quickly moistening lips. “But I'm afraid I simply cannot stand to merely sit and wait.”

Finally, Pinkie let herself slide up off of Fluttershy. “Go for it!” she said, before plunging back down to the hilt.

The next time Pinkie pulled away from Fluttershy, Rarity's tip pushed in between the plush lips of her marehood. Pinkie moaned around the cock in her mouth. After being on the giving side for a while, it felt amazing to be receiving again.

Pinkie began rocking back and forth, one shaft sliding in while the other slid out. With each thrust, she pulled away from all but Rarity's tip, but when she pulled away from Fluttershy, grinding her pussy against Rarity's sheath, she only came up high enough to barely get Fluttershy's medial ring out of her mouth.

Rarity grabbed Pinkie's hips, her delicate fingers digging deep into the soft flesh, and she pushed and pulled, giving more energy to Pinkie's thrusting.

Reaching down to brush a few curls away from Pinkie's face, Fluttershy moaned. “Oh please don't stop, Pinkie, that's... that feels incredible.”

Pinkie glanced to the side. Rainbow stood sandwiched between Applejack and Twilight, her cyan-splotched stallionhood already beginning to stiffen again as the two of them massaged it. Applejack's new member dangled between the freely hanging halves of her unbuttoned shirt, while Twilight was already completely topless, her stallionhood lifting the front of her skirt up and exposing her bare legs. Pinkie was brought back to the matter at hand, though, when her hand worked its way between Fluttershy's balls and leg, feeling her friend's muscles tensing.

“Oh! Oh goodness!” Fluttershy started making small thrusts of her own, and her tip began to flare wide. “I think I'm...”

The growing flare deep inside Pinkie's throat was finally too much, even for her. She gagged, and she started pulling the huge member out of her mouth.

Rarity gave a deep moan and rammed herself as deep as she could inside Pinkie, shoving her back down onto Fluttershy.

Pinkie's eyes went wide as the two cocks each pushed as deep as they could inside, both of them swelling. Despite the constriction in her throat around Fluttershy's broad flare, she was enjoying herself. As deeply as she was being penetrated on both sides, she could almost imagine the two cocks meeting in the middle.

With a tiny squeak, Fluttershy came. Pinkie could feel the first pulse travel down, the bulge sliding along the length in her throat. There was no need to swallow – Fluttershy pumped her load straight and deep inside her.

As the pulses from Fluttershy continued, Rarity released as well, spurred on by the convulsions she could feel around her new – and very sensitive – shaft. She sprayed the depths of Pinkie's sex with waves of warm cream.

Pinkie moaned as she was filled to the brim from both sides. It drove her near her own orgasm, but not quite close. There wasn't enough motion anymore; not enough stimulation.

Gradually, the two stallionhoods buried in her stopped their sporadic pulsing and began to soften. Rarity gave Pinkie's ass a few light, almost congratulatory, slaps.

Pinkie pushed back against Rarity, finally pulling Fluttershy's enormous length out of her throat. She gasped for air the moment it left her lips.

“I'm sorry!” Fluttershy knelt down next to Pinkie, her soft, wet member laying against the floor. “Are you okay?”

After a few more moments of panting, Pinkie looked back up. “Yeah. That was awesome!”

Rarity slid her now-limp cock out of pinkie, causing a wet plop as some of the mixed fluids inside her dripped out onto the floor. She looked up, over Pinkie's shoulders. “Did you enjoy yourself?”

Fluttershy glanced away and blushed. “Um... yes.” She brought her hands down to cover herself as she slid back into her sheath, which was entirely ineffective, since her petite hands couldn't possibly cover something so huge.

Rarity grinned. “Good. I told you it would be enjoyable.” She turned to the side, stepping out of the way. “Oh, Twilight, Applejack! Care for a turn?”

Pinkie sat up, but before she could even say anything, another warm cock slapped up against her lips. It wasn't Applejack's or Twilight's though – it was light blue.

“I've had my payback, now it's time for some fun!” Rainbow ground her stallionhood against Pinkie's puckered lips. “You up for it?”

Pinkie opened her mouth to reply, but it was filled with warm, round flesh before she could.

“Hey, Rainbow!” Applejack threw her hat down. “You've already had a turn, and some of us still need attention!”

“You snooze, you lose.” Rainbow folded her arms behind her neck, enjoying the attention she was getting from Pinkie's lips.

“Come on, Pinkie, you know that's not fair. Come over here, and we'll share. Rainbow can even join in if she wants.” Twilight beckoned Pinkie over with a finger and slipped her skirt off with her magic.

Applejack shrugged her own shirt off and leaned against the table behind her. She stared at Pinkie and raised an eyebrow, letting her firm breasts protrude out proudly and crossing her muscular legs at the ankles.

Pinkie couldn't argue with a view like that. She pulled her mouth away from Rainbow, but kept stroking the blue shaft in front of her. “Come on, Rainbow, let's go.” She rose up, and headed for her other two friends, dragging Rainbow along by the cock the whole way.

As soon as she arrived, Rainbow spun Pinkie around and shoved her back down toward her eager stallionhood. She moaned as Pinkie went back to work.

This time, though, she wasn't alone. From the right and the left, Applejack and Twilight butted in, both of them pushing their cocks into Pinkie's face.

Pinkie went into a frenzy, licking and slurping at all the stallion-meat she could reach. It was incredible; she'd never had so many cocks in one place, and for them all to be her very best friends... it was just too much. She had to have more! She pulled back away from the trio of multicolored stallionhoods in front of her. “I want them! I want them all!”

“Well, you got 'em.” Applejack turned slightly to the side, butting the tip of her cock against Pinkie's cheek. “Go ahead an' take 'em!”

“No, like that!” Pinkie rose up and flopped her back onto the table, scattering dirty plates out of the way and spilling what was left of the punch. She lifted and spread her legs out, putting herself on full display for her friends.

The three of them looked at each other. “Well, who's first?” Applejack asked.

“Well, for the best efficiency, the fastest of us should go first, I suppose.” Twilight held a finger up to her lips.

Rainbow was already on her way. “Works for me!” She zipped up to the table and pressed her tip against Pinkie's dripping lips. It slipped in easily, and the rest of Rainbow's length quickly followed.

Twilight and Applejack both looked at each other and shrugged. They rushed around to the other side of the small table, where Pinkie's head hung off the edge, and they positioned themselves on either side of her.

One in each hand, Pinkie grabbed the shafts in front of her face. She pulled them in close, right alongside each other, and she lifted her head up to lick, even as Rainbow's thrusts made her jiggle back and forth. Moaning from the long-overdue stimulation she was getting down below, she spread her tongue wide and slathered it across the two stallionhoods pressing in from both sides.

Applejack moaned, pulling Pinkie's hair up to put more pressure against the two shafts. Twilight reached one hand out to grab a handful of Pinkie's breast, while her other hand stretched out to grab Applejack's, rolling it against her palm and tweaking the pert nipple with her fingertips.

“Oh buck you feel good! Oh fuck! Fuck!” Rainbow slammed into Pinkie, pulling on her hips and pressing in as hard as possible. Spasms ran down her length, pumping a rush of warm, sticky seed inside. Again, Rainbow made up for her lack of size by her volume. It just kept pulsing and pulsing, each throb delivering another wave. “Hunh... unh! Aah!” Finally, Rainbow relaxed, letting herself droop and pull out.

A small stream of white fluid followed her out, and Pinkie squirmed on the table. She pulled her mouth away from the delicious cocks in front of her. “Girls!”

They didn't need any more encouragement than that. Applejack looked up at Twilight, raising an eyebrow, and Twilight nodded.

Rushing back around the table Applejack took her place between Pinkie's legs. “Ready for a real ride, Sugarcube?” In one effortless thrust, she shoved herself inside. “Mnh... you're so nice and warm!”

As Applejack began pounding away mercilessly, Pinkie moaned loudly. She barely even noticed Twilight climbing up onto the table.

Applejack's member pounding inside Pinkie felt huge after having gotten used to Rainbow's. Pinkie could feel the medial ring every time it rushed past her entrance, and she could feel the pulsing veins along the base at the deepest part of every thrust. Pinkie rocked her hips to Applejack's rhythm, aching for just a little bit more.

A slim lavender leg draped over Pinkie's chest, and Twilight sat down on her, just below her breasts. Pushing the soft, jiggling tits together with her hands, Twilight shoved her cock into Pinkie's cleavage. It slid in easily, still slippery from Pinkie's sloppy tongue.

Pinkie tilted her head forward to look, just in time to see the purple-splotched tip of Twilight's shaft poke out from between her breasts and head toward her face. She opened up her mouth and splayed out her tongue, welcoming it inside.

Applejack increased her tempo even more, making Pinkie's whole body bounce on the table. Every time she bounced back up, Twilight thrust forward sliding between her soft breasts.

Pinkie moaned. She was getting close now, very close. Only a little more, and–

With a loud grunt, Applejack froze in place. She remained there, completely tense for a long moment before her seed finally exploded deep inside Pinkie.

Pinkie could feel the powerful spray of cum coating her insides yet again and she moaned, but that wasn't the extra few pushes she needed. Frustratingly, her orgasm faded away yet again. She pulled her mouth away from Twilight's still-thrusting member. “Twi...light! ... Need you... now!”

Ever the good friend, Twilight didn't disappoint. With a flash of teleportation, Applejack reappeared halfway across the room, her cock still soaked from Pinkie's sloppy marehood. With another flash, Twilight stood with her stallionhood poised at Pinkie's entrance.

“Yes!” Pinkie cried out, just before Twilight's warm shaft plunged into her. “Thank you!”

“My... unh...” Twilight paused her thrusting for just a tiny moment. “My pleasure.”

Pinkie arched her back as Twilight resumed pushing her thick, strong cock in and out. With the new angle, she was hitting just the right spot. “Oh! Oh yes! Right there! Mm! Mmn!” Pinkie's legs clenched, and her pussy squeezed hard, only increasing her pleasure. “Yes!”

At just the right moment, Twilight pushed in as deep as she could and held herself there.

Pinkie's rapid breaths stopped. Her legs wrapped around Twilight's back and pulled her in. Finally, the pressure released, and waves of energy flowed up from inside her, rushing from her belly to every corner of her body as her muscles spasmed, milking Twilight's stiff cock for all it was worth.

Twilight grunted, riding out the pulses of Pinkie's climax and feeling the warm spray against her just above the base of her new stallionhood.

As the pulses of energy blasting through her finally died down, Pinkie fell limp back on the table. She breathed heavily, heaving her chest up and down. With a sigh, she brought one hand up to push against one of her own tits.

Twilight's hand pressed against the other breast, rolling it around, and she pulled out just a little, pushing deeply in again afterward.

“Mmn... yeah... That was good.” She lifted her head up to look at Twilight. “Come on! Cum inside me. I want a little bit of all my friends in there!”

Twilight smiled and began thrusting again in earnest. Her tip was already flared, and with Pinkie's passage already so warm, soft, and slippery, it didn't take long. Twilight's thrusts grew more erratic by the moment, and her breath came in small gasps.

Pinkie reached up and tweaked Twilight's little purple nipples at the peak of each breast.

Twilight froze, hilting herself inside. Her cock pulsed, and thick ropes of fresh cream flowed in, mixing inside with all the others'.

Pinkie kept rolling her friend's nipples between her fingers as Twilight rode out her orgasm, only letting go after Twilight finally relaxed and allowed herself to slide halfway out.

“Mmn... it feels so good to have all my friends' frosting in my pussy!” Pinkie smiled. “This was the best birthday party ever!”

“Actually, you don't yet.” Rarity stepped up, leading Fluttershy along by the hand. “You are still missing one, after all.”

Pinkie's eyes went wide, and she sat up. A puddle of fluids leaked from her lower lips onto the tablecloth. “Oh my gosh! How could I forget?” She jumped up and tackled Fluttershy, slamming them both down to the floor.

“I'm sorry, Pinkie, I should have saved it for the end.” Fluttershy bit her lip. “Now I've ruined everything.”

“Don't be silly!” Pinkie writhed back and forth across Fluttershy, feeling the very huge – and very hard – cock slide around in between them. “You just need another chance!”

“Oh, good.” Fluttershy smiled. “But I'm still not sure it's going to–”

Pinkie slid upward, mashing her breasts into Fluttershy's face. She had to slide up two more times before she finally rose high enough to get her soaked entrance level with Fluttershy's tip. Squirming with delight, she pressed herself up against the flattened head.

It didn't penetrate, not even with Fluttershy helping by pushing against Pinkie's hips. It just pressed against the outside, and Pinkie's entrance wasn't able to stretch over it.

Pinkie pressed harder, to the point of intense pain, but still nothing gave. With a sigh, she gave up and relaxed. It wasn't working.

Fluttershy turned her head away. “I'm sorry. Now you can't have everypony inside, and it's all my fault for being too big.”

Pinkie tilted her head down, looking through the gap between her breasts at the top of Fluttershy's head. “Don't say that! It's not your fault!” Looking back up, Pinkie saw her four friends watching, and an idea filtered into her head. “And don't worry. We'll make this work.”

“But how? It won't fit.”

Pinkie smiled. “Girls? A little help? I think I need a few helping hands... and maybe tongues!”

In a rush of trampling feet, Applejack, Rainbow, Rarity, and Twilight all made their way around behind Pinkie.

“Just you wait, Fluttershy.” Pinkie ground her slick marehood against the head of her friend's enormous cock. “Help is on the way – you're going to like this!”

Fluttershy gasped as the first few hands took hold of her thick shaft. She squeaked when the first eager tongues joined in.

All four mares slathered their affection on the firm stallionhood, sliding hands and tongues up and down all over it. Before long, the tongues began meeting together more than necessary, and a few of the hands strayed elsewhere.

With a loud moan, Fluttershy drew their attentions back to herself.

The huge shaft glistened all over with moisture, mostly from the mouths of the four mares, though a small part of it leaked out of Pinkie's entrance, trickling down the length. With plenty of lubrication available now, Twilight took advantage of it. She wrapped both hands around the top, just below Pinkie's dripping sex. Both her hands together still couldn't wrap all the way around it, but they could make it most of the way. Slowly, she slid her hands down, across the smooth top of the shaft, over the bump of the medial ring, and down across the veins at the base.

As Twilight's hands brushed them out of the way one by one, the other three mares got the idea. They joined her stroking their hands slowly down, some gripping tightly, others just brushing along the surface. Each time one reached Fluttershy's sheath, they let go and moved back to the top.

Fluttershy's breath caught in her lungs. It felt like the initial rush of the first time she had penetrated Pinkie's throat, but it just kept going, as if she was pushing her member into an infinitely deep marehood that just kept coming and coming. The muscles of her stomach tightened, and her legs tensed. What little breath she did manage to draw made squeaking sounds through her throat.

Pinkie felt Fluttershy's enormous flare mushrooming out against her soft lips. It pressed against her legs, forcing them open wider. She ground up against the tip of it even harder. “Keep it up, girls – she's almost ready to pop!” As Fluttershy gave one final gasp, Pinkie made sure to get her entrance poised in just the right place, ready to catch as much as she could.

Fluttershy bucked her hips up and let out a high-pitched moan.

Each of the four mares with their hands on the huge, yellow cock could feel the pulse traveling up its length. They paused, holding on tight.

The first wave hit Pinkie like a fire hose. Her eyes opened wide, and she gasped, but she pressed down against it as hard as she could, feeling at least some of it shooting inside of her.

Excess cum sprayed in all directions away from the tightly pressed gap between Fluttershy's flaring tip and Pinkie's soft lips, arcing into the air and raining down all over.

Rarity squealed as the first few drops landed on her purple mane. Twilight and Applejack just cringed away, but Rainbow leaned in, holding her tongue out.

Pulse after pulse rushed into Pinkie, and she ground back against the throbbing cock. Unfortunately, it didn't have four mares holding it steady anymore, which left it free to slide off of her slippery entrance and underneath her.

Fluttershy squeaked as a thick strand of her own seed flung out onto her belly and the bottoms of her breasts. More followed, wave after wave of it plastering the gap between her and Pinkie.

Pinkie sighed as the last few spurts died down, finally able to revel in knowing that the cum of all five of her best friends would be mixing around inside her. She entertained a quick thought about it creating some kind of super-friendship baby in her womb, but she didn't let it ruin the moment. Instead, she enjoyed the warm, sticky feeling all over her backside and stomach, giggling at how one of Fluttershy's nipples had found its way into her belly button.

Finally, Fluttershy relaxed, letting herself fall limp to the floor.

Rising to her feet and stepping off of her now-messy friend, Pinkie glanced over at her other four friends.

Twilight had Rarity's hands clasped inside her own, trying to console her about the mess in her hair. Rainbow and Applejack had a more proactive approach, though – they were busy licking it off of each other. Below, Fluttershy was just beginning to sit up.

Pinkie whipped her arms out impossibly wide and swept all of them up into a huge group hug. It was messy, but it was warm; it was a little awkward with so many extra appendages in the mix, but it was with Pinkie's best friends in the whole world. What more could she ever want?

The sun was only just barely above the horizon, and Celestia felt full and joyous after the most successful 'First Nightfall' banquet she'd had in years.

“We are just so honored to have you of all ponies interested in our humble little bakery, Princess!” Missus Cake trotted bouncily next to Princess Celestia.

Carrot Cake walked along next to her, the twins in his baby-backpack and the still-unwashed catering equipment in the handcart behind him. “I'm just grateful you were able to teleport us all the way here, Your Highness. Now we'll be back way ahead of schedule, and we'll be able to spend some time with the twins before we need to start working on the next order.”

“It was nothing, I assure you.” The Princess gave one of her signature reserved smiles. “And after the way Princess Luna has taken to your 'Moon Pies', I must secure her a supply of them.”

“Of course, Your Majesty,” Missus Cake said, approaching the door of Sugarcube Corner and fumbling in her purse for her keys.

Mister Cake Set down the handles of his cart, parking it just outside, and headed for the door as well. “We have a full order of all kinds of cream pies just inside. We'll be able to send you back with dozens of Moon Pies, and plenty of others to sample, too.”

The Princess nodded. “Your generosity is very appreciated.”

Finally, Cup Cake found the right key and managed to get it into the lock. It clicked, and she pulled the door open, ushering Princess Celestia and her husband inside.

As soon as they stepped inside the threshold, all three of them froze, staring into the middle of the main room. Carrot Cake raised his hands to cover the eyes of the twins.

Sprawled on the floor in front of them, six mares slept peacefully, intertwined with each other and splattered with an astonishing amount of bodily fluids. At least, Celestia had thought they were all mares, the last time she met them. Now, though, most of them seemed to not be quite so simple to identify. A particularly large yellow stallionhood caught her eye, limply draped across the legs of her protege.

“Princess Twilight Sparkle,” Celestia's soft, clear voice rang out in the small room.

The lavender alicorn's head popped up out of the cuddle puddle, blinking and yawning.

“Twilight, what is the meaning of this?”

The End

Author's Note

As always, I adore getting comments of all kinds, the more specific and prolific the better!

Many thanks to my team:
Prereaders:
Mailbox Bomber (from Bronyville forums)
PonySlayer
Jade (from Bronyville forums)
Editors:
paxtofettel
IRpony
Cover image by:
mlpfwb
modified by ocalhoun
modified by PonySlayer