-Portal 3-

I jumped through the next portal to find myself in an endless desert. Wish I didn't were dark cloths since all they do is soak up heat. "Christ it's hot out here. Wonder what creature lives out in a place like this." I said to myself as it felt like 120 degrees FH out here. Why would she load a desert as a spirit. The only things I know live out here are scorpions, snakes, and lizards. I saw a cactus of ahead and was hoping their would be water inside. As I walked ahead though I felt myself getting smaller. I look down to find myself sinking in sand, and one thing came to mind "Crap, freaking sand trap!" I shouted as I struggled to break free. What made it worse since there was no one in sight, I couldn't call for help. Not only that but what I was doing only made things worse.

I thought I was going to die, but then I hear a pop and notice I wasn't surrounded in sand and I felt myself falling fast. I look down to notice that I was now falling. I screamed almost like a little girl as I thought I was going to meet the ground with a loud splat. But instead I land on a large pile of sand. I was lucky to not splat on the hard floor. Problem was I took a slip and start falling on the sand face first. When I stop, I spit sand out of my mouth and looks up to see a stone door. After opening the door, I'm greeted by the largest library I have ever seen. I mean there are several books stacked neatly along the shelves. I look around as only thought comes to mind.

"Twilight." I had to be cautious as I didn't know what she turned into nor do I know how to combat it. I was currently looking for her but with so many books in the way it was hard for me. I lean on a large stack of them causing them to topple over. 'Oops. Better be mindful since I don't have a clue who really runs this library' I thought to myself as I had a panicked look on my face. I needed to hurry and find Twilight so I could help her and get out of here. As I was looking for her though, I heard a distinctive rattling sound. I shuddered at the sound as my want in finding Twilight was increasing. I didn't even notice the shadow that slithered behind the books as it was lurking behind me. "Thisssss isssss rare, wonder what he'sssssss like." she giggles as she disappears behind a mountain of books. I looked around for about an hour trying to find her, but so had no luck.

"God this sucks, how is it hard to find a purple Alicorn in an underground Library?" I ask myself as there was nothing but books in the way. I ended up knocking another pile over by accident and I heard that distinctive rattling again. But tis time it sounded like it was angry at me. "I think whatever I did set off something that lives here." I thought to myself but then I notice something on the wall. I saw what looked like a card catalog. I'm surprised this library has one. 'Huh, guess even though there are books everywhere, she's still organized.' I thought as I looked at the card. I needed some clue to help me find Twilight in this place. Then a thought crossed my mind; what was the one word that would help me out? 'Magic' I thought as I looked under M, and found what I needed to find Twilight. I was careful this time not to knock anything over so I could look around. I was so glad that I found a clue I didn't pay attention to the predator stalking me. She grinned as she eyed me and I paid little to no attention of her slit eyes looking at me.

"Okay, this must be it." I said to myself as I looked at the large set of books that were neatly stacked. I picked up a book and looked through it hoping to find answers. I had my nose in the book so I didn't notice a set of purple scales starting to slither towards me. I didn't even notice the golden eyes behind me as I finished the book. When I got out of the book though, I saw a large snake like shadow over me. I froze fearing what was behind me. I was at first scared but lowered my guard when I felt a hand on my shoulder. It was Twilight's hand. "Oh Twilight, I'm glad I found you. I thou-" My voice trailed off at what I was looking at. It was twilight but as a lamia. Her lower body was that of a snake. I couldn't see her privates since I couldn't tell if they were covered or not. Her fangs stuck out from her upper lip as her long forked tongue slipped out from time to time. Her arms were still there but her body was that of a cobra. Her Bust was in between Dash and Pinkie so she was quite the looker.

"Hello there." She said to me angrily but also with curiosity as her snake like body wrapped around me. It was hard for me to breathe as it felt like she was trying to crush me to death. "Ack...can't....breathe...need...air..." I choked. She loosens her grip on me. She looks me in the eyes with her cat slit eyes as she glares at me. 'What the hell did I do to piss her off?' I thought not knowing about the whole mind reading trick she has.

"For startersssssss, knocking over my bookssssssss while you were tresssspassssing." She said while her tongue slithers at my nose. It kind of tickled. 'The hell, she can read my mind?' I thought unknowingly jinxing myself. "Yes I can."

"It wasn't on purpose. I could barely find a wall down here." Her grip on my tightened as I started to lose air again.

"And how do I know you're not lying?" She asked as her fangs started to grow. I know that rattlesnakes are poisonous out in the field, but if those fangs sunk into me right now, it would be my death sentence. I was also eyeing her chest since it was open in the front and I couldn't help but get hard.

"If, you're not going to anssssswer, I might assss well...." She stops as she feels a lump on her tail. She uncoils and see my large erection and blushes at the sight. I fall in my ass as I could now breathe again. As I looked her way though her face was bright red. Twilight's look though, went from embarrassed to seductive after a good five minutes.

"Well you're really big." She says in lust as she wraps around me for the second time but this time she isn't constricting me.

"So you're not gonna kill me?"

"Well I can forgive you on the bookssssss you knocked over, but that'sssss if you can pleassssse me." She whispers the last part in my ear as she starts to French kiss me. Her long forked tongue was a little clumsy as she tried to dominate my mouth. I had a hunch that Twilight would be a virgin. The way her tongue was trying to dominate me wasn't all to good. I show her how to really dominate as me tongue battles with hers. We were she coils around me again but in a loving matter rather than trying to kill me.

"By Celesssstia, you're good." She moaned as we broke the kiss leaving a small string of saliva that parted our lips. Her eyes showed signs of arousal as my hands traveled over her scaly yet sexy body. Her clothes had the sexy librarian look. She seemed intimidating when I first saw here, but now she seems like a mare who was about to become a mare. I removes her shirt while I massage her shoulders making her shudder in pleasure. Her body was absolutely stunning. I tweak and tease her nipples as I locked lips with her again. Her tongue was just enticing to me.

"Wow, you were actually scary at first, but now you're really cute." I said to her as she blushed at my comment. I then feel her push me down and I thought she was gonna bite me. But then I feel my member enter something warm and wet. I looked down to see her sucking on my member. I knew she was inexperienced, but the way her forked tongue was clutching my manhood, it was helping her. I let out a throaty moan as her tongue danced along my balls. She then lets up from my member with an audible pop.

"You feel sssssssoo full." she teased as she looked at me.

"I didn't think you'd be this good." I complimented as to wondering how was she this good at oral foreplay?

"Well, I actually learned about it in a book I've read. I jussst learn from what I read." She admitted a little embarrassed.

"Don't worry about it, but it wouldn't be fair if I didn't return the favor." She knew where I was getting at her body arched over mine to where my face was meeting her marehood and her face was in front of my member. 'Ah the good ol' 69 position.' I thought to myself. It was actually weird for me since I couldn't see her marehood at first, yet now I can.

"If you're wondering why you couldn't see it from earlier, I didn't want you to see it yet. But now I do." She admitted. I didn't think she would be this cute. I decided to eat her out while she was playing with my member. Her insides were really something else. I tasted a mix of blueberries as well as blackberries. She tasted sweet and sour at the same time. I actually wanted her more. I dove my tongue into her folds as she shudders at my tongue work. I was shuddering myself as her tongue work on my manhood was something. She was moaning and humming on my girth sending chills up my spine. We continued this position for about a few minutes until or respective peaks started to kick in. I end up biting down on her clit as it was winking at me, and as I did, I heard her yelp and her fluids gushed out on my face. I drank what was offered to me as my own emission entered her mouth. She keeps her head locked on my manhood as she drinks every drop I give her. When I felt myself scarce, she pulls up and looks at me with lust in her eyes.

"Man, I know you read a lot, but you were amazing." I said to her and it was true. That may have been the best blowjob ever. I almost lost my train of thought as she began to kiss me again. Our tongues danced in passion as I completely forgot how scary she looked.

"I want to go all the way. Rut me." She bagged as she lied on her back and her marehood was visible. My manhood began rubbing in her moist slit as she groaned at my teasing. She started to wrap her tail around my waist showing she really wanted it. I wasn't gonna tease her anymore and decided to go for it. I made ease my way into her marehood as I push in. I feel her hymen in the way and I waited until she gave the okay. when she did, I pushed in and the obstacle gave way and she yelp and her tail wrapped around me. It was kind of to a point to where she almost crushed me. I felt blood pool around her privates as it glopped onto my member. She was still holding me from how much it hurt.

"You're starting to crush me." I managed to say and her tail loosens on me. "Oh sorry" She apologizes to me as I start to move. I start off slow to let her get use to the feeling. Her insides were extremely tight and quite welcoming. For Twilight, her first was the best. She started to enjoy it once the pain faded as all she felt was utter bliss and pleasure. She locks lips with me again as her tail wrapped around my back in a loving manner to hold me in place. I continued to rub along her fine scales as they felt very smooth. Her underbelly was also soft as I rub on that making her shudder in my mouth in pleasure. Her mind was going blank as our tongues danced in passion. She literally became a drooling mess as we broke the kiss.

"Yes, buck me!" she shouted as I was not letting up. Her wall suddenly tightened on my manhood as her fluids gushed out on my manhood. I wasn't enough to send me over the edge just yet, but the look on her face was priceless. Her tongue hanging out, and her eyes in a non existent void like state. It was as if she was off in lala land. I sped up a little as my release was getting close. Her eyes returned a little and notice my speeding up and before I could giver her a warning, her tail shove into my anal region and I yelp. My release shot out and into her marehood from her shoving her tail in my ass. Her walls tightened on me again and she was out like a light. Her tails exits my ass as she wraps it around me to ensure I release into her. When I felt her tail loosen, she I get up and saw my emission seep out of her marehood. I still can't believe she shoved her tail in my ass. That just felt weird to me. I saw some more blue glop escape her marehood and I did the usual routine and sucked it inside the jar. 'Three down, though not a pleasant experience for my rear.' I thought to myself as the room lit up white and we disappeared.

-Lloyd's house Sunset's POV-

Jessica picked me up awhile ago and she just got off of work the same time I did. We arrive at Lloyd's place but notice something was off. We were called from work early and we got an anonymous call from Eris about an accident at the house. So we got home as fast as we could to find out what was going on. We arrived to Lloyd house and all was quiet. Jessica fumbled with the spare key, but I lean on the door to find it unlocked. "What the hell?" I said as the door was normally never left unlocked. Lloyd always locks it whenever he gets back.

"Why was the door left open?" Jessica asked as she places the key back in her purse.

"Okay, something is definitely wrong here. Nopony is around, and it's dark." I said as I looked around, then a thought crossed my mind. Lloyd wasn't around and most of the girls aren't here. 'Eris' I thought to myself thinking she had something to do with this.

"Hi girls." I nearly jumped out of my seat as Eris's voice was heard behind me. I turned around to find the draconiques resting on the couch as well as Nightmare Rarity, Nightmare Moon, as Gilda sitting there was well.

"What happened while we were gone?" I asked irately since I know for sure Eris had something to do with this. But Just before she could answered the room was encased in a bright white light. We shielded our eyes for a few seconds until the light dimmed. We opened out eyes later and I blushed at the sight. Twilight, Pinkie Pie, Rarity and Lloyd were naked in front of me. But I also noticed another mare in front of me; one I didn't recognize right away. She was a cream earth pony with a red hat and feather for a cutie mark. Her mane was a cotton candy blue, but what really caught my attention as well as Jessica's; she had a dick. It was weird to me, but I felt so aroused just from seeing it. Jessica in more ways than one. She wouldn't take her eyes off it. Lloyd looks at us in surprise and shock.

"Oh, hey girls." He said casually, but also nervously as I tried to process what was going on.

"What the buck is all of this?!" I shouted as the why four mares and Lloyd were naked. I then turn to Eris with my face locked in a scowl.

"Who is that mare and why does she have a cock?" Jessica asked as she didn't bother paying me any attention.

*some time later after a heart felt explanation from Eris*

"...But why does that mare have a cock?" Jessica asked as she wasn't paying any attention. Not even to me as I got the worst of it.

I had one of the worst looks on my face possible. "Fuck them? He has... to fuck them?"

"Yep." She deadpanned. It made me wasn't to strangle Lloyd, but it also made me want to strangle her more.

"There wasn't anything else he could do?"

"Nope."

*sigh* "Help me out here, Jess." I called over to her. "Hey, are you even listening?"

"14in. and it's so thick." I sighed in defeat knowing she was too preoccupied.

"She's always had a Futa fetish." Lloyd said since I couldn't even reach Jessica.

"So besides Lloyd, how long until they wake up?"

"Well not for the next eight hours." Eris added as the other two portals, but before I could say anything, Lloyd jumped through another portal after he had some dinner and a change of clothes. I noticed something ahead of time though.

"Wait, if their are three mares left, then why are their two portals left?"

"A certain duo who have been fighting for his affections were in the same portal he just jumped through." I flinched at that.

"You mean that-"

"Yep, AJ and RD are next for his tool." I just stared at her with rage in my eyes as I grab her by the neck. My mane looked as if it was lit on fire.

"Are you trying to get him killed!?" I screamed at her. She teleports out of my hands to get out of my death grip.

"Don't worry, I gave him a set of pills that will help him, and a special one to use in case of emergencies."

"You better hope he doesn't die with what the girls were possessed by, or it's on your head." I threatened as my eyes turned white dead serious if she tired anything to get him killed.

"Cool down Sunset, as if I'd try anything to get that stud killed." She assured me, but I still had my eye on her.

-Portal 4 Lloyd's POV-

"Jeez, you think after all that craziness, they'd be over that." I said to myself as I landed on a shrub.

After that craziness of Sunset and my cousin arriving home early, I jumped through the next portal find another pony and hope to get them back to their senses. I started at the scenery and found myself in a large forest. I rescued three mares so far and I want through three portals. It was then that a thought crossed my mind. 'Wait a minute, if there are six ponies, why were there five portals?' I'm surprised that I didn't catch on. Why were there five portals for sic ponies. Then another thought crossed my mind. Two of them might be in the portal I just stepped in, or the other one, so I had to be on my toes. Speak of the devil, the minute I bring that up, I hear rapid footsteps from behind me. I turned around but it was hard for me to see with all this fog in the way. I needed to know my surrounding so I decided to find a clearing, sadly I didn't take account of a predator lurking and growling behind me. 'Man, better hurry up and get out of this damned forest.' I thought to myself as I started to tense up.

After a good solid hour, I found an old lake and decided to sit down. I didn't hear any growling so I thought I was imagining it. The only ponies I haven't fount yet were AppleJack, Rainbow Dash, and FlutterShy. I wasn't even sure what they turned into. Problem was I was gonna find out sooner then I thought. I heard the distinctive growling again, and it was right behind me. I couldn't move. I was scared that whatever was behind me would end my life before I could even blink. I also felt something wrap around my torso. I look down with my eyes and saw a large scorpion tail, and before I knew it I was flung in the air flailing around and I was down on the ground. I groan in pain as whatever grabbed me threw me pretty hard. I look up to stare at the legs of a lion. I look up further to find myself staring at a manticore. Her pony head and cyan mane was present, but she has fangs and her wings were now bat-like. It was Rainbow Dash. I crawled away from her while on my back, but it only drew her closer. Her predatory eyes only saw hunger as her fangs were bared at me.

"Hey Dash, take it easy, it's me, Lloyd." I don't think she recognized me right away as her tail twitched as I saw a purple liquid run down. I knew right there that if any of that stuff toughed me, I'd be dead. 'Gotta think of something fast.' I thought to myself. As I was crawling away though, I didn't pay attention to a twig that was sticking out of the ground. As I continue to crawl away fro Dash, my pants started to become looser and I didn't even notice since I feared she was gonna eat me alive. Her tail came my way and I was frozen. I expected it to impale me, but when I felt nothing, I open my eyes to find her blushing as well as her marehood dripping with arousal. I follow her gaze to where she was looking and say my pants were down to my ankles. What made this embarrassing was I forgot to put on underwear, but it basically saved my life since she saw my member, but now with that look in her eyes she wanted to do me.

I felt her paw grab at my member slowing rubbing it. At least I could stay alive and try to save her. Sadly, she stopped for a few moments as if she felt another presence as she growled. At first I thought she was mad at me, but then I heard a wolf howling in the moonlight. I look to the sound of that howl, and I saw a shade of brown before it hid behind a rock. Dash got up and was lurking for whatever showed up here. She growled as she picked up the scent of whatever was near. Before I even knew what was going on I felt another paw, but surprisingly it felt smooth to the touch. I turned around and saw AppleJack, but not in a way I would've seen her. Her limbs were all wood like and her fangs were pretty scary. they were as long as FlutterBat's. She had a few twigs in her mane, and her eyes were nothing but green. It was as if there was nothing there. I was yanked by the collar and dragged away. But around that time Dash sensed AppleJack and tackled her away from me. I was behind Dash as the two locked each other in a scowl. I saw the way they were looking at each other. I was the prey to them as it was another cat fight that was about to take place. Only this time, they were monster ponies. AJ made the first move as she lunged at Dash her claws out and fangs bared. Dash was ready and used her agile tail to fling off her attacker. AJ countered by biting on the scorpion tail and Dash roared in anger and frustration.

"Guys stop, you don't have to do this!" I said as the fight was getting intense. In all this chaos I realized I had my one ace in the hole, my glare. I had to use it. I had to wait until there was an opening from the two. They had a few bruises, but they had a bundle of energy. At that moment I jumped in between them and did what I had to do. It was intense for me since I had to endure the pain it was causing on me. But thankfully the two back off and they looked at me with fear in their eyes. Dash wings and tail curled and locked up, and AppleJack was left quivering.

"You gonna stay calm and not try to kill each other?" I asked then with backbone to which they just nodded and I backed off my glare.

"What do you wish?"

"I want my friends back AppleJack and Rainbow Dash." I demanded, and then they looked at each other.

"We can't." Demon Dash answered.

"And why is that?"

"The only way we can leave is if these bodies have been thoroughly pleased." Demon Jack follows up.

"Then let me speak to my friends." I demanded as they remove their consciousness from their hosts. Rainbow Dash's eyes were no longer slit as she regained her consciousness. AppleJack was the same as her eyes returned to normal and were no longer bright green. They both looked at each other and then themselves as they try to comprehend what happened.

"Oh man, are we dreaming?" Dash said as she looked at herself.

"Ah don't know sugarcube."

"You're not dreaming." I said and they both looked my way. They saw me and nearly hugged me to death.

"Lloyd. What are you doing here?"

"This is a dimension Eris set up after you and your friends got possessed by these lust demons." That was when AppleJack and Rainbow Dash remembered everything that happened, but also their cycles.

"So how do we get out?"

"That's actually where I come in. I save Rarity, Pinkie, and Twilight already with what I had to do. Apparently I have to have sex with all of you just to get the spirits out, and before you try to hit me, I have a jar that has three spirits in them already." I showed them the jar.

"There ain't any other way to get them out of us?"

"That was the same question I asked Eris and she said no. She said that they're called lust demons for a reason." After a brief pause, Dash asks, "Well, what are you waiting for?" I was actually surprise, I was forced into this three times and since Dash and Jack are themselves, they want it.

"Wait you two actually want this?"

"Not just because these demons are in us sugarcube, but because we love you with all of our hearts." Jack answers.

"Well, if it makes up for it, I loved you two as well."

"Then come here stud. We've been wanting to ride your tool since we saw it." Dash shouts and I was tackled by the two mares. I was about to remove my pants when I heard Eris yell in my head again. "Wait!" A glass of water appeared floating in mid-air. "Take the emergency pill." She hands me the glass and I ask "What for?" and all she says is "Something to make this better for your marefriends." She then disappears and I was still hesitant on the pill.

"Okay down the hatch." I said as I down the water with the pill. As I did though, I felt this surge of pain in my nether regions causing me to curl up. AJ, and RD were scared that they might lose me. Before my pain tolerance could reach its peak, it suddenly stopped. I took off my pants wondering what the hell Eris did to me, and I nearly freaked out. I ended up growing a second dick that was the same length as my other one. At first I was mad, but when I turned to AJ and RD, they sat there with their mouths agape.

"Holy buck."

"Oh mah goodness."

'I hope this is temporary.' I thought to myself as their looks then turned seductive and they pounced on me. Having two members felt weird to me, but bow boy was it making these two horny mares happy. They each took one, and started sucking the tip. It was a new sensation I never felt before as both of my members were being pleased by two mares. If this was permanent, it was something I'll have to get use too. They were still going at it, savoring the taste as if my member were oversized lollipops. They were going all out on me for this. They admitted their feelings to me, so it's time I did the same with them. I snaked my hands towards their marehoods and tease their slits a little. They drool and moan around my dual girths in pleasure sending chills up my spine and I had a new feeling of bliss. My mind was clouded in lust as I wanted to do nothing else but please them. With being pleasured in two places, I felt my release a lot sooner than I realized. I expected them to pull up, but they just sat there taking drop after drop of my jizz in their mouths. When I felt my self spent, they pulled up cleaning my cocks of any excess cum. I felt them pull up from my members with an audible pop as they also kissed each other and their tongues danced in passion.

"Enjoying yourselves?" I interrupted their little make out session.

"No need to get all itsy, we just felt like it." Dash said a little annoyed at my comment.

"Y'all have a pretty good taste there sugarcube." AppleJack added and Rainbow Dash had a sly thought.

"Hey AJ, lie on your back." AppleJack was at first confused but before she knew it, Dash pushed her down thinking she was gonna fight again.

"Why did y'all do that?" She asked but then blushed as Rainbow Dash now lied on top of her.

"It's a way he can please the both of us." Dash said as their busts were not touching each other as well as their marehoods. I was enticed at the sight. I walked over to them and aligned my manhoods towards their marehoods. I rubbed my manhoods on to their marehoods and Dash was getting a little annoyed from this action.

"Not to rush or anything, but will you hurry uuuuu- Oh my gosh, oh my gosh, oh my Gosh!"!" She started but yelp at the last part as I impaled both AJ and RD with my manhoods. I heard that familiar popping sound when their hymens broke. Their walls were much tighter than the other girls I've rutted before. It was more vice gripping.

"Oh, buck." She groaned and started to tear up from how much it hurt.

"Gosh darn it, he's big." AJ followed suit as she teared up form not feeling empty down there. Blood pooled around their privates, and I waited for them to give the OK, but they somehow got tighter around my manhood.

"Don't even thing about going soft on us."

"We want the full force of your tools sugarcube." I never thought these two would actually rough it, but I had to comply with them. I started off slow though for a couple reasons. One: to get use to the feeling of having two members for the first time, and two: was how good this felt pleasing two mares at the same time, literally. I was soon speeding up when I heard them moaning rather than groaning. I picked up speed as they started to enjoy it.

"Oh buck! He's....good..." Dash moaned as her wall were massaging the top dick that was inside of her. AppleJack was feeling the same way as her was were clenching around my bottom member in the same manner. They were enjoying the hell out of this buck. I wanted to keep them aroused so I nibble on the membrane of Dash's makeshift wings making her shudder in pleasure. For AppleJack I gave a firm yank on her tail, and she yelped a little. They were also locking lips with one another seeing as they were enjoying what I was giving them. I was starting to get use to the twin appendages thing and I started to pick up speed. They moaned in each others mouths as I rammed then with more force. It was as if something else in me was taking over. The same feeling I got when I knocked up twelve mares in my house. I yank on both of their tales at the same time, and their walls clamp down on my members. This sent me over the edge and I exploded into their marehoods. Their walls desperately milking my member as rope after thick rope if jizz was shot out. I felt myself scarce and pull out of the mares as my seed pools out of their privates. I had a new urge and I wanted to wreck them until they were walking funny for months.

"Oh my gosh. That was good. But how come we haven't changed back yet?" Dash asked as she was still a manticore but that was the least of her problems with what I was going to do.

"Maybe I didn't fuck you girls hard enough." I said as I creeped behind the farm mare.

"How did the girls look after y'all- Doh! What are y'all doing?" She yelped at the last part as I pushed her down on the ground while I was holding her impressive rack. "Well Eris did say that the only way to help you girls was to fuck you and that exactly what I'm gonna do." I said as I aligned my dual pronged malleus towards her marehood and other hole.

"Uh sugarcube, let's calm dooooooooah, oh goodness!" She yelps once again as I penetrate both her marehood and her ass. This must've been her first time having both of her holes filled at the same time as I noticed her tongue hanging out and her eyes were almost void like. I start my pace as I ram into her with everything I've got. 'An buck, he's big!' She thought as I was pounding her relentlessly in her marehood and flank. I was easily overpowering her as both of my manhoods moved through her insides. I pull out for a second to which she groans in pleasure and disappointment but I bring it back once I turned her around. I picked her up and had her in the standing position where I found myself deeper into her folds. Her claws were in my back but I easily beat back the pain they were inflicting and it was only masked by pleasure. Rainbow Dash was watching what I was doing the entire time. Her nether grew hotter as she was actually jealous that she didn't get what AJ got. She started to finger herself more rapidly hoping I would finish and get to her.

Meanwhile I was still giving AppleJack the ride of her life as she started to babble incoherently and her eyes were now rolled to the back of her head. I might've broke her. Seeing her tongue like that, it drove me to kiss her as I locked my lips with hers. I felt my release getting closer as she was really turning me on. I reach down and get a firm grip on her tail. I give it a yank as I drop her down onto my manhoods and with a pleasurable moan her walls clamp down onto my members, and I release what was probably the best shots of jizz into her marehood. I also heard Dash moan out loud as her juices splashed out of her marehood. I think I broke into her cervix since with the large amount I was releasing was starting to make her stomach bulge out from each shot I was giving her. I felt myself spent as I pull out of her. She looked like she was five months pregnant with how much I shot out. My jizz pooled out of her privates as she was now unconscious as the blue glop that was in her marehood released itself from her allowing me to trap it. I had the jar out and took care of it in a flash. Problem was I was still lust crazy and I needed to find another mare to sate that lust. Luckily there was Dash who was recovering from her afterglow. I took advantage of her distraction and crept behind her.

"Oh buck, I needed that, but now I want the real thing." Dash moaned as I now took advantage of her and grope her ample bust from behind. She yelps in surprise, but relaxes as she see me I lock lips with her again as I trail my kisses down her neck. I set her on her back and get my manhoods ready. Difference for her though, in such a haste from my lust, both of my manhoods enter her marehood. "Oh Buck!" She moaned as she experienced a new wave of pleasure from both of my manhoods entering her marehood. I was actually surprised that both of them went in. I was expecting her to be in pain but that didn't happen. I guess it was the lust demon that was blocking out the pain. I then proceed into ramming her like I did AppleJack.

"Don't go all soft on me. Your gonna buck me like you bucked AppleJack." She added only fueling my desires for her. She wraps her paws around my back as she wanted to keep me in place. I really didn't mind that much since I wanted to knock her up. I never imagined a girl with two dicks in her marehood and this was gonna be something special for me. I continue to plow into her marehood as she bites her lower lips from each plunge I took. I was like a beast that couldn't be controlled now. Wanting to fuck whoever I saw as I was planning on making Dash walk funny for months. I was enjoying myself as I grazed my hands over her large wings that were stiff to where she couldn't fly. I decide to lift her on her side and I held her leg. I never tried the Roman position before so this will be something to remember. I nibble on her wings making her shudder in delight. She twitches slightly every time I took a plunge and nibble on her wings. She was panting and drooling as I kept up my rough fucking . Her walls were extremely tight around me. Since here marehood is around both of my manhoods she never felt this full. Next, I end up doing the unthinkable and nibble on her left ear, sending her over the edge. Her walls tighten around my dual malleus also sending me over the edge. I fire my emission form both of my manhoods into her marehood as her walls were massaging them to get as much semen as they could. I felt myself scarce as the feeling of wanting to fill someone passed and I looked at Dash who was out of it. I pulled out of her and saw she looked to be four months pregnant. My emission slowly seeps out of her as it made a pool. 'For Christ Sake. How did I release so much? I gotta ask Eris about that pill she made me take.' I thought to myself as I put my pants back on and took out the jar. the demon that possessed Dash, slid out of her marehood and I trapped it inside the bottle.

"Okay, five down. and one to go." I said as the room illuminated with a bright light and we ended up back to my house.

-Jessica's POV-

Sunset Shimmer, Gilda, and Nightmare Rarity pulled me away from Coco since I was pretty much in her personal space. I couldn't help myself. I always had this fetish for Futa girls, or mares in this case.

"Now that I have your attention, what are we gonna do when Lloyd gets back with more than bruises huh?"

"What do you mean?"

"Guess you didn't hear Eris as to where Lloyd went. AJ and RD were in a portal at the same time and how they ended up possessed by lust demons." She said and my mind finally clicked.

"Sorry, I got distracted..." My thoughts drift back to Coco.

"I can see that, plus we got Eris to thank for that."

"Relax fireball." I heard Eris's voice as her body materialized to our view.

"How can I relax when you may have sent him there to get killed?" Sunset yelled as her mane actually looked like a raging fire. Gilda followed suit as her eyes grew menacing.

"Relax, I gave him an emergency pill to save his but so he should be coming out right about-" there was a bright flash and Lloyd was now standing in front of us with AppleJack and Rainbow Dash on the floor passed out, but had content looks on their faces. "now." Eris finished."

"Lloyd you're back." I shouted as I ran to my cousin knowing that he was okay. Sunset did the same. It was a little odd as we felt a weird lump near his pelvis.

"Are you still hard or something?" Gilda asked.

"That was a side effect from her emergency pill." Lloyd drops his pants and we all blush at the sight. He now has two members where his pelvis is.

"Oh my god. Eris what was in that pill?" Sunset asked. I also wanted to know since this actually left me aroused.

"It's temporary until all of this is over." That actually left me sad a little since I was hoping it was permanent, but oh well.

"So who's left?" Nightmare Rarity asked but I already knew who was left.

"FlutterShy, she's the only one who's not back yet." I said.

"So what was she turned into?" Lloyd asked as he looked at the last portal

"You're gonna have to see for yourself." Eris stated and Lloyd got his pants back on and jumped through the last portal.

-Portal 5-

I jump through the final portal to and check the landscape. There were dead trees as well as stumps sitting around. Also the moon was out and the sky was pitch black.

'Now why in the hell would Eris set up a landscape like this?' I thought to myself. Then I looked down and was amazed at my clothes. I had on a large white jacket with blue jeans, combat boots, and long sleeved blue shirt. I almost looked exactly like that guy named Soma Cruz. 'Kay this is cool. I gotta thank Eris later.' I made a mental note for the new clothes. Despite all the craziness she puts me through, I actually glad she's living with me. I continued to look around at the landscape. This whole thing reminded my of Castlevania- Dawn of Sorrow. As cool as this felt I wasn't sure what was going to happen I still needed to find FlutterShy and where she was hiding out. I stop at the sound of rumbling in the ground that stopped suddenly.

'The hell was that?' I thought but then the rumbling sounded again but much louder this time. It grew in volume and I had to run because of a crack that was made where I was standing. I tried to run away from it and as I did the cracks grew wider. I managed to get away though and as I did, the rumbling stopped. I look behind me and my mouth hung open at the sight. In front of me was a large black castle. It looked pretty beat up, but it was about ten stories high.

"I have to find FlutterShy in that huge castle?" I said aloud as I walked over to it. I had to admit the mere sight of it was eerie. I had to suck it up though since it was the only way I could find FlutterShy. I walked up to the castle gate and odd enough it opened for me. 'Is someone expecting me?' I thought to myself as I walked inside. Sadly I didn't notice the certain burly dude behind me as he had a menacing look and disappeared in the darkness. My entire body shuddered as I got that dreaded feeling again.

'There it goes again, but I have to save FlutterShy. So into the lion den I go.' I thought to myself giving myself mental support. I walked inside and I couldn't really find much of anything, but I had to admit that the décor in here was amazing. The castle looked busted up and old on the outside but on the inside, everything looked brand new. I even saw the chandelier above me. Sadly I didn't pay attention to the creature that was right behind me. I felt a hand touch my shoulder. "Huh?" I said and when I turned around, my face met with a large white fist. I was knocked back a few feet from it as well. I landed on the ground and as I was starting to lose consciousness, I could only make out the sound of black high heels clicking on the floor. Plus I also hear a familiar feminine voice.

"Take him to the dungeon. When he awakes, bring him to me." I heard a familiar voice say, but that was the lass thing I heard before I lost consciousness.

-Lloyd's House Jessica's POV-

I felt an eerie feeling that something happened to Lloyd since my entire body shuddered. The other mares were still unconscious so Nightmare Moon and Gilda were helping us look after them. I wanted to believe Lloyd is okay, but I couldn't shake this feeling something bad happened to him.

"Hey Jessica." Sunset called my name shaking me from my thoughts.

"Yeah?"

"You alright, you've been pretty quiet, and that normally isn't you."

"Sorry, I'm just...worried about Lloyd."

"Hey, he's a lot tougher than any of us suspected. If he survived these two, I'm sure he'll be fine." Sunset Shimmer assured.

"Okay, if you say so." said as I was helping her take care of the remaining Mane Six.

• Portal 5: Lloyd's POV-

I groan as I regain consciousness from that punch I just took. Man did it hurt. I was lucky it wasn't enough to bruise me or make me spit up blood. I look around to find myself in a dark room with bars in the front. I try to move only to feel myself restricted. 'The hell?' I felt some thing metal around my wrists. I look up to find my arms chained to the ceiling.

'Dammit. Must've got jumped from behind.' I thought to myself as I found myself in a dungeon of some sort. I heard the door open and saw this huge buff dude in the shadows. I nearly pissed my pants as he was twice my size. As he came out though, I recognized the old face.

"Wait, angel is that you?" I said as the buff guy seemed familiar. Despite his body being buff and wearing knighted armor, he wasn't wearing a helmet so it wasn't hard to miss. "Geez man, you nearly gave me a heart attack with how big you were. Did you come to get me out?" I asked but he didn't say anything. Instead he held what looked like a large axe. "What's that for?" I asked a little nervous as he brought it over my head. I think he's trying to kill me.

I closed my eyes waiting for my end. I flinched once the axe came down on the chain binding my left arm. I saw the severed chain and stared at Angel Badass in confusion as he broke the chain to my right. "My Queen demands your presence."

"You can talk?!"

"No, your name magically became Dr. Do-little while you were asleep. Of course I can talk, Dipshit!" He yelled.

"Okay, okay I just wanted to know, you didn't have to yell." I said as I got up.

"So where is your queen?"

"By the blood fountain. She wanted to see you personally."

"Kay that really doesn't make sense. Is she wanted to see me personally then why-" He silenced me with the swing of his axe, and no he didn't cut off my head but he was dangerously close.

"I'm under orders, and the queen doesn't want you dead." He said dead serious.

"Take it easy bro. I just wanted to get to know a friend." I said and I meant it since I never really get to spend time with the little- well he not so little anymore.

"Well fine." He said as he and I walked out of my cell dungeon. As we walked I actually wanted to get to know the guy. He explains how he met FlutterShy and how she obtained her gift. He must really like her if she's all he ever talks about.

"You must really love your owner."

"She's not just my owner, she's been a mother to me."

"Really, wow I never knew."

-Castle Garden-

We arrived at a large Castle Garden that appeared to be on a platform halfway up the castle. I looked down and my god it was a long ass way down.

"The queen will see you now." Angel said and he disappeared in he shadows again.

"I still don't know where the heck she is." I said to myself but then I looked ahead of me and found her. It was FlutterShy. Or what is her current form. Her mane and tail went from bright pink to a luscious silver. Her eyes were normally teal, but were now a slit amber. Her wings were bat like, she had horns on the side of her head, her ears were pointed, and the dress she wore was astonishing. Her dress was Jet black, almost like the one I bought for Luna, but it showed a little too much cleavage for my liking. I was amazed that her bust grew three sizes. They matched Princess Celestia whenever she walked around, not only that having a pointed makeshift tail. From where FlutterShy is sitting, she can see every inch of her decaying kingdom. And she smiles just as sweetly as always. She was sitting on a fountain at the center of the garden that was spewing blood. She was holding a shot glass in her hand and was drinking what I hoped to be red wine.

"So, I see my servant has done what he's ordered?" It was FlutterShy's voice. 'Maybe she's still in there.'

"Man FlutterShy, I'm glad I found you." I said to her as I walked up to greet her.

"I'm flattered. Not many, or any at all, would be glad to see me. I find it... refreshing."

"Er... Flutte-" This is when she grabs me with her makeshift tail.

"You should remember that all 6 of your friends were possessed by me and my minions. If you do, why did you think FlutterShy could hear you?" That was enough to get me since she was possessed right now.

"So why did you pick me up?"

"Because you and I are gonna have a lot of fun." She then snaps her fingers causing the room we were in to go bright, and we were gone.

-Bed Chambers-

I wasn't a good fan of teleporting and I was lucky to keep my lunch intact. I found myself in a luscious bedroom with a queen sized bed and comforter, and elegant bathroom. "Guess now I get the whole phrase, 'don't judge a book by it's cover' deal." I said to myself.

"Glad you weren't turned inside out dear." I heard FlutterShy's voice again as I saw her shadowy figure behind changing blinds.

"Huh? Where are we?"

"My bed chambers." she deadpanned.

"Why?" She then came from behind the blinds in the same green laced nightie I saw her in back at the mall. But it fitter her more voluptuous body out more. The top looked ready to burst with how big her chest is. She was also wearing fingerless fishnet gloves. The thigh-high stockings and matching garter belt gripped her firm toned legs perfectly as she looked at me with half-lid eyes.

"After having your way with each of my minions, you need to ask?" She then walks over to me and caresses her hand on my cheek and led me to the bed.

"You've really outdone yourself with my minions, so now I want to know how good you really are." She teased as she kissed me. Her lips practically melted in my mouth. Her tongue unlike the others was actually aggressive. She was trying to dominate me. 'Guess when it comes to sex, demon ponies are the most aggressive' I took a mental note as I wanted this to be the best I could give her. Her hands went for my pants and I was caressing her silky mane, and fumbling with her bra undoing the clip that her the lingerie together. I heard the clip behind her back give way and her voluptuous breasts spilled out of the bra. we then break our kiss as a strand of saliva parted from our lips.

"My, you're good. Show me more." She said gesturing my pants.

"I'd be delighted to, but you might want to brace yourself." That statement left her confused.

"What do you mean?" I take off my jeans and the look on her face was priceless. Both of my 17 inch members were out and ready to enter an awaiting marehood. She was like that for about two minutes.

"I did say to brace yourself." That was when she tackled me to the bed and her look turned seductive.

"I had no idea that you had two of these. This will be a lot more fun then I thought. I haven't seen cocks this big in my life." She grips my first junk and grinds her hips on my other one. Her fluids leaking out onto it. But she gets off first and does a little foreplay. She starts by massaging my lengths with her soft hands. Despite being possessed she was really something. Her hands almost felt like velvet. She then fondles my ball sacks and starts to stroke my top member while her makeshift tail rubs the lower one.

"You must be thirsty after all of that rutting, so why not have a drink?" I was confused on what she meant, but her sultry gaze told me otherwise. She grabs my head and pushes me towards one of her voluptuous breast and bring my mouth to her right teat. I suck on her nipple and find a very sweet liquid enter my mouth. Her milk was very enticing and I was able to catch on to what she meant. Her moans were music to my ears as she enjoyed having her teats sucked. She was lightly stroking both of my members wither her hands and tail as she was enjoying the foreplay we were doing. I finished off of her breast and let her have her fun since it wouldn't be fair. She began to suck the tip on my top member, while playing with my other one and fondling my balls again. She was just toying with me for now

"I see you're enjoying yourself like you enjoyed my breasts." She teased as I was pretty much panting. Her tongue work unlike the others was astonishing. The next thing I knew she bit down on the flesh part a little and for some reason that was enough to set me off. I fired my emission from both of my rods as it coated her body. She yelped in surprised and pulled back allowing me to coat her. Took about fifteen second for it to die down to see my handiwork. I looked her way and she looked at me. she was at first angry about me ruining her coat, but it turned sultry at the amount I released. She even looked at my member and saw that I was still hard.

"I'm must say, you're something else. Now I wonder on your stamina." She says as she removes her panties revealing her marehood. Her juices trailed down her legs. She snaps her fingers to clean herself of any excess cum and walks over to me. She pushes on the bed again to where my back is on the bed, and she rubs my chest with her soft hands. "Now is time for the real fun." She said as both of her holes were hovering over my dual malleus. She was applying her juices as lube and waiting for the right moment. Seeing as my members were aligned with both of her holes, she slams her hips down and shudders in both pleasure and pain. Like all of the others I feel the same cold wetness down my top manhood.

"Dear Celestia, you're big." She groaned as her insides gripped my manhoods like a vice refusing to let go. I had to wait for her to stop shuddering which took five minutes. I used that time to hold her close to at least comfort her. "Ready?" I asked when she stopped shuddering. She starts to bounce on me showing that she is ready. Her hands were using my chest as leverage as she took a slow plunge on my manhood. Her Marehood and ass wanted to feel my manhood enter them as deep as they could. I wasn't gonna let her have the lead so I grabbed her hips and time my thrusts with her bouncing. She yelp at my action, but it only got her even more aroused.

"Oh Celestia Yes! Buck me harder!" She moaned as I was more than happy to oblige. During our intimacy though, I failed to notice her fangs coming out and a weird liquid secreting from them. I feel her walls tighten around my manhoods, and lucky enough it wasn't enough to send me over the edge yet. She rest er head on my chest but soon gets up and brings her face towards mine. I thought she wanted to kiss me, but then I felt my body erupt in pain as her fangs sank into my neck. That sudden jerk caused me to release in both of her holes. I felt rather groggy when I was about to ask why she bit me, but then I lose consciousness and pass out.

"Oh dear, I think I took it too far when I bit him." DemonShy thought to herself as she gets up from my dual malleus. I actually thought I was dead, but I open my eyes slowly to see her back turned as her hips swayed enticed me as my other self started up. I got a good view of her marehood as she was leaking cum from both of her holes. With her back turned to me, she proceeded only for me to yank on her arm and push her back onto the bed.

"What are you doing?" She yelled with how forceful I was being. "Well I wanted to pay you back for biting me and making me blow my load prematurely." I said as I got ready to take her from behind. She squirmed trying to get loose, but found that to be utterly useless to break free. I hot-dogged her supple flank with my two members. I wanted to enjoy wrecking her until she was a drooling mess. She was scared but at the same time aroused with how forceful I was being. She was actually enjoying being man handled. "Let's have some fun." I whispered in her ear and I slammed my hips into both of her holes. She yelp from the sudden impalement as I wanted every inch of her lovely body. Se bit her lower lip from since I was doing hard and deep into her holes. 'Oh Celestia.... I felt... that... in the... back of.... me throat.' she thought as I wasn't giving her any time to rest. I turn around though so my back was on the bed while her back was on my chest. Her breast in the air I grope and caress her massive chest squeezing as much breast milk as I could from them. This only seem to make her wetter as I got deeper into her insides. I run my tongue along her wings making her shudder in pleasure as she had a look of pure bliss. Her milk splashed around the bed as I squeeze her large chest.

"You're 'ungh' gonna 'mmph' break... me... apart.." She moaned as I was. I wanted to wreck her so bad I could taste it. I nibble in the sides of her wings and flick her ears as I let go of her breasts. They felt tender from how much I squeezed them. Her tongue hung out on the side and her eyes were long gone. Her makeshift tail was moving funny and I did the unthinkable and yank on it while I thrust into her. Her walls tightened around both of my manhoods like a vice sending me over the edge. I fired a huge load of semen into her marehood and ass as she lost all feeling in her lower regions. Spurt after heavy spurt was released from both of my dicks as I filled her to the brim. I expected it to spill out but I looks like I cemented my top dick in her cervix making a perfect seal. Her stomach expanded as she was left in a stated of pure bliss. I pulled out of her quivering holes and watched my seed leave her full belly. She was completely out of it as whatever effect she used on me wore off. 'Man that was intense.' I thought to myself. The blue glop finally revealed itself and I trapped it in the blue bottle. The room turned bright and with a bright flash we were gone.

-Jessica's POV-

Lloyd returned with FlutterShy and now all we had to do was wait for the Mane six as well as this girl Coco to wake up. I was still surprised that he has two members now, so that left me with two questions I had to ask Eris. Everyone else was still upstairs for now until this faded. Lloyd went to take a long shower from the fun he had with the mane six.

"So is Coco gonna be staying with us?" I asked Eris.

"That's right." she said while munching on popcorn.

"And is Lloyd gonna be keeping his second dick?" that second question left her confused.

"What do you mean? It should've worn off when he entered the last portal."

"Well he still had it after he got back."

"Wait a minute." Eris said and looked through her box again. Like before she freaks out since she gave Lloyd the wrong item to help.

"Why do all of these stupid pills have to look the same but smell different?"

"What do you mean?" I asked honestly confused.

"The one I gave him was permanent so he's basically stuck with it." My jaw just hung wide open and I heard a crash from in the kitchen. Lloyd heard what Eris said and accidentally knocked something over. He had the silliest look on his face though which made me chuckle a little.

"I'm basically stuck with this extra appendage?" He says with utter shock, and when Eris nodded rather nervously, he slams his head in the wall and literally cracks it. The wall, not his head. Nightmare Moon, Nightmare Rarity, Eris, Gilda and myself just laugh our asses off from that. All I know is by the end of this the girls are gonna have a rude awakening.

Author's Note

I imagined Twilight a lamia with her being a bookworm, she would be around a large library. For AppleJack and Rainbow Dash, it was pretty interesting to say the least. FlutterShy I imagined as a demon pony since they can be aggressive when it comes to sex. Huge credit to Voltrasin for helping setting up the chapter, and to wolfman93 for the idea. Now, thanks to Eris, Lloyd has a new roommate who knows Rarity pretty well, he has an extra appendage, and she's now a new friend. If this keeps up, Lloyd may have to find a bigger house soon.