“I am sick and tired of treasure hunting, can we go back yet? My big sis says that dirt makes mares look old and ugly.” Sweetie Belle complained while walking through a small cave in the Everfree Forest. She had been talked into going into the forest to try to find their cutie marks and to prove the CMC aren’t afraid of anything.

“Well, mah big sis says that ah little mud ain’t never hurt nobody.” Applebloom stated while walking ahead of Sweetie Belle and Scootaloo as the treasure hunter leader.

“Yah, we can’t go back now, we made it already far enough by finding this cave.” Scootaloo responded while getting jittery since she could see a little light ahead. She sprinted in front of Applebloom and came around a bend in the cave to find two torches with a message on the wall. It read, ‘Beyond this point is life or death. Will you succeed in finishing your quest? Remember one thing if you heed this warning. That underneath, a new muscle will start forming. Behind this wall is the item you seek. So go on, take a peek. Place the specialty to each pony race, on, in, or against the designated place. Use a torch to create the light, but good bucking to all, and to all a good eternal night.’

“Wow what a mouthful,” Scootaloo stated plainly, “but why the piece about bucking, I didn’t plan on bucking trees today.”

“Who knows, for now let’s just follow what the glowing lights say for each pony race. Lucky for us, we cover all three races.” Applebloom then put her hoof on the low pedestal, Sweetie Belle put her horn in the glowing hole, and Scootaloo turned and put her wings against the third pedestal that was slightly higher. When they each did that, a side wall began to turn and they removed their body parts and walked through the opening, but not before Sweetie Bell took a torch from the big wall and trotted in front. The torch was enough light to allow a line of sight on the ground but not a lot of sight in front of the user.

After a few bumps against the cave walls, one almost a head on hit, the CMC made it to a big staircase that they ran up like little kids to be there first. There was nothing at the top except for a lone sphere that seemed to have an inside resembling a tidal wave of greenish slime-like stuff. Each filly walked around it until they form an equilateral triangle around it, then each filly put their hoof up to the slime only for it to divide into three parts and touch each fillies’ hoof. It then slid along their hooves, the fillies too much in awe of the slime then grossed out by it. It then disintegrated as if it was never there. For about half a minute, the fillies were greatly troubled until things got much worse, the cave started to collapse, because its stabilizer was now gone. Due to a quick thinking plan by Sweetie Belle, the CMC made it out of the cave due to a teleportation spell that sent them to the quickest place she could think of, the clubhouse.

“W’at happened, we wur there and now wer here.” Applebloom questioned.

“I used a teleportation spell from one of Twilight’s books, didn’t know I would ever need it for that.” Sweetie Belle stated while a little tipsy due to the spell, so she sat down.

“I just can’t believe that that whole trip was for nothing; no treasure, no cutie marks.” Scootaloo said upset about the outcome of the escapade.

“Hey gurls, you feel that.” Apple bloom asked while sitting and touching her barrel due to a pleasuring feeling.

“Yah, I do too.” Scootaloo said.

“What does it mean?” Sweetie Belle questioned.

“It means that slime didn’t leave, it is still here, like it is within us.” Scootaloo stated.

Then out of nowhere, each filly felt the pleasure move south towards their nether regions. The three were not uneducated in health. They had the birds and the bees talk with their family and knew about what they were feeling but had never felt it before.

“Ughhhhhhhhhhhhhh! Something is coming out above my clitoris.” Just then Applebloom looked at Scootaloo due to her voice and saw a long orange penis growing longer by the second. She then looked at Sweetie Bell and saw a white one mixed in with faded pink also growing longer by the second. Looking down, she then saw her yellow one growing too. After ten seconds, each filly’s penis finished growing and each filly looked at their own and then the other’s.

Applebloom’s penis was yellow with a dark yellow head that was about 8in long with a small amount of foreskin a very above average sized head. She also had a pair of dark yellow balls hanging above her vagina that seemed to be way bigger than average. Scootaloo’s penis was dark orange with an even darker orange head. Her penis had shorter foreskin than Applebloom and the smallest head of the three. Scootaloo’s penis was longer than Applebloom’s, about 9in, and was a little thinner than Applebloom’s. Her balls were a little over average but tiny in comparison to Applebloom’s. Sweetie Belle’s white with tinted pink penis had a normal pink head that was slightly bigger in girth, probably since her penis had the most girth out of the group. Her penis was 8.5in long and had a circumcised head. Her balls were bigger than Scootaloo’s but smaller than Applebloom’s. Not having a clue what to do, the three fillies touched their own hard cocks and the feeling was electric. They shuddered in pleasure and found themselves loving it more than when they touched their own pussies for the first time.

“Ah think that mah big sis said that the best way to make a stallion feel good without penetration is a blowjob. Would you like tuh help me out with this Sweetie Belle?” Applebloom asked while getting Scootaloo on her back and licking the head causing Scootaloo to shiver and moan. This, in turn, caused the other two crusaders’ cocks to twitch from the beautiful moan that Scootaloo made.

“I think I can help with that.” Sweetie Belle responded feeling rested from the spell she performed about 15 minutes ago. Sweetie Belle then walked over to a pleased Scootaloo and a licking Applebloom and lapped up at Scootaloo’s balls. After 3 minutes they switched positions so that they were both making long licks from head to base while they each had a hoof fondling a ball of Scootaloo. After a total 10 minutes, Scootaloo moaned really loud and came all over Sweetie Belle and Applebloom. When she was done cumming (which took about 10 seconds due to her small balls), her face showed a trace of ecstasy with her mouth in an “o” shape. After cleaning each other and Scootaloo’s limp cock off, Applebloom and Sweetie Belle looked each other in the eye and shared a passionate kiss.

Looking at each other’s cocks, the unicorn and the earth pony got into a 69 position where they could share each other’s cocks and pussies. Applebloom had a little trouble with the girth of Sweetie Belle’s penis and Sweetie had trouble deep-throating with Applebloom’s head being the size that it is. Applebloom had to resort in taking a little at a time. She relaxed her throat muscles while trying to not trigger her gag reflex. Sweetie Belle had to resort to just sucking on the head and licking her balls but it was enough for Applebloom. Many moans later and the two came into each other’s mouths.

Once they came in each other’s mouths, the two fillies sampled the flavor of the other’s sperm in their mouths.

“Mmmmmmmmmm. Applebloom, you taste like the apple cider your family makes added with a lot of salt.” Sweetie Belle said after enjoy and savoring the taste.

“Yurs tastes like salt water too except for ah hint of cranberries.” Applebloom responded.

After the two expressed what the other filly tasted like, they closed the gap with a passionate and tongue filled kiss blending the two flavors together to make salty cranberry cider cocktail. Looking down, they were confused as to why their penises were sheathing themselves back into their bodies. The slime never left them but the balls and the penis only left a thin bump telling them that they were still there. When they looked at Scootaloo, they saw her penis and balls were sheathed and no matter what they did they couldn’t unsheathe them.

“I suggest we go see either our sisters about this or we go see Twilight. I would like to know what that slime was about and maybe ask Spikey Wikey if he would like to join in next time.” Sweetie Belle said after the three of them regained their breath. “Plus heat season is coming up so I would like to know if these penises will be affected.”

“I agree” Applebloom responded and nodded her head.

“Plus, maybe along with Spike we can invite some boys from school to play with.” Scootaloo said excitedly.”

“Yah mean play around with.” Applebloom responded quickly and giggled.

The three then looked outside realizing that it was dark out and they had to go to school tomorrow morning so they asked Applejack if they could have a sleepover and she said yes.

“I can tell that tomorrow will be an eventful day.” Sweetie Belle said before yawning and falling asleep like the other two fillies already did.

Author's Note

And there is the first part of CMC: Futa Fillies. I hope to make multiple chapters but with school I can't promise a time for uploading the next chapter. If you haven't assumed or realized it yet, each fillies endowment is semi based on the pony race. Also, the three fillies are older than the tv show but not adults.