Tags: [Twilight/Sunset/Trixie; breast growth/body modification, oral, anal, vaginal, womb penetration][Changeling/Twilight; Oral]

Stepping off the train platform, Sunset Shimmer proudly stood in Ponyville. Thankfully, Princess Cadance was more lenient to allow the former villain a free ride on the Friendship Express to see the father of her child.

Sunset turned her head to see her foal napping on her back, strapped to a small saddle that Cadance gave her. She was an adorable unicorn filly with an orange coat and a purple mane with a single red stripe through it. She levitated a blanket around the filly and tightened it so that the foal wouldn’t fall off as she walked and ventured forward to find the Princess that gave her this child.

The first mare she met was pink mare with a golden mane. “Excuse me, can you tell me where Twilight Sparkle lives?” Sunset asked.

“New to town? She lives in the giant tree castle in the northern part of town,” the mare answered, pointing in the direction of crystal like spires jutting from above the rooftops. Sunset smiled and headed in that direction.

The castle came into view and caused Sunset some distress. At the double doors was a tall white unicorn that almost looked like a smaller, wingless form of Celestia and at her hooves was a white unicorn filly with a long dark pink mane. The door opened to reveal Twilight herself, who embraced the filly, the three ponies laughing. Sunset wasn’t sure how to feel seeing Twilight holding another kid but shrugged it off and walked forward.

While Twilight embracing her daughter, she caught the familiar unicorn off the corner of her eye turning to face the new arrival with complete surprise. “Sunset? You’re here?”

“I figured you’d want to see your kid, but it looks like you got plenty of trouble on your hands,” Sunset scoffed.

“Twilight, who is this mare?” Fleur asked. Sunset was shocked to find little to no anger in the slender mare’s words, just curiosity.

“This is Sunset Shimmer; we had an issue a few years ago but we resolved it, and I got to know her better the next time I got to visit the human world,” Twilight explained. She gave Sunset a smile, which quickly faded upon seeing the orange passenger. “Is this... her?”

“Well, you knocked me up. You gonna take responsibility for it?” Sunset asked, her tone a mix of malice and teasing. "Also... why did you move the mirror back to the Crystal Kingdom, that train ride was a pain."

“First, of course I'll take responsibility, it's kinda sad that I wasn't there to see her birth. The mirror thing is complicated,” Twilight’s eyes went wide and quickly turned to Sunset is fear. “Did I get the others-”

“No actually, and Fluttershy is really mad at you for it,” Sunset chuckled, walking past Twilight and into the castle. She quickly stopped in place, her eyes going wide in shock as she watched the pony versions of Fluttershy and Applejack playing with their own fillies; the one that hid behind Fluttershy’s wing was a pegasus with a baby blue coat and yellow mane, styled in a similar fashion to the yellow mare. The earth filly by Applejack had a golden coat with a messy head of brown. “How many kids do you have, Sparkle?”

“Is that including Changelings or not?” Twilight asked, blushing as she watched Fleur’s daughter run to greet the other fillies.

“Just give me numbers, Sparkle!” Sunset groaned hesitantly.

“Five-err six foals now, two cubs, and fourteen thousand eighteen changelings… I think, I haven’t counted them recently, Chrysalis would have a better know how of that,” Twilight answered, scratching the back of her head.

“Wait, two cubs?” Sunset asked.

As if summoned, two griffon cubs fought each other out of the hallways with a larger and angrier griffon following them. Both cubs had a purple coat and their feathers were white, yet the only difference they had was that one had a blue stripe that lined her eagle half, and the other had pink. They immediately tackled Applejack’s filly and the three began to play fight. “Rip, Tear! No rough housing in the girly castle,” Twilight commanded, staring down her cubs.

“Sorry Dad!” The twins uttered. Applejack gave her filly a nod, and the three ran outside to play while Fluttershy and Fleur’s fillies slowly made her way out to watch.

“Cubs, I swear-” Gilda uttered. her eyes quickly noticed Sunset. “Hi, who are you?”

“Sunset… Just… adding another kid to the family tree… I suppose,” Sunset responded.

“Oh, she is just precious,” Fluttershy cooed, admiring the sleeping filly on Sunset’s back. “I’m sure we have another crib for the little dear.”

“I’ll go get it,” Twilight called out, looking for her storage room.

“So… what’s the little filly’s name?” Fluttershy asked, her eyes shining with wonderment.

“Jasmine, what about your kids?” Sunset returned.

“Rip is the one with the blue feather outline, Tear is the one with the pink,” Gilda answered.

“Why those names?”

“They came outta me, I’m not going let them have some lame pony name,” Gilda huffed.

“My little filly’s name is Miracle Gale because she’s my little miracle,” Fluttershy added, smiling warmly as her filly shied away from Fleur’s filly.

“Did she almost not make it or something?” Sunset asked.

Fluttershy grimaced. “Yes, it was so scary for everyone, especially for myself and Twilight. She’s the oldest of them all… excluding most of the changelings and Dinky, so it would have been horrible if my little girl was going to die before she could even live.”

“Sorry to hear that,” Sunset said, apologetically.

“For mah filly, Twilight dug through books of apples and said ‘Telstar Apple’ and I thought ‘the heck kind of name is that?’, she showed me a book and it was one of the rare Apples that wasn’t named after a family member, apparently it was specially bred by some smarty-pants unicorn that wanted to impress an ancestor of mine,” Applejack chuckled. “I went with it.”

“My darling is called Star Pearl, because she is just so cute and precious when she was born, I swooned and was in disbelief that something so… perfect could come from me. Then again, it was our alpha’s child,” Fleur said dramatically.

“Your ‘Trixie’ is showing,” Applejack commented, causing Gilda and Fluttershy to chuckle as Fleur blushed.

Sunset quickly began to count what she just met and frowned. "Is six including Jasmine?" The four mothers all nodded. "Aren't there still two left?" Sunset asked.

“Starbright is in Canterlot being taken care of by her mother, and Dinky is staying with her so she can attend Magic school,” Applejack explained.

Sunset was baffled by this new information, even as Twilight came down and assembled a crib with her magic. “There you go, Sunset.”

“Wow… somepony got REALLY busy in Equestria, Princess,” Sunset teased, levitating Jasmine into the crib.

“I guess I was,” Twilight uttered, blushing.

“Jeez, a bunch of ponies, a griffon, and changelings? I almost should have expected it after what you did to the girls back in the human world,” Sunset added, punching Twilight in the shoulder. “Where are the changelings? In a cave somewhere?”

“They live under the castle, they’ve dug until a good portion of Ponyville rests above them, took me days to make a map so the trip to see Chrysalis and Amaryllis doesn’t take an hour,” Twilight uttered, rolling her eyes.

“Under this town?” Sunset asked in surprise. “How big is is it underground?”

“Roughly half the size of Canterlot by now, and Chrysalis still wants it to grow,” Twilight chuckled weakly.

“We know, both her and her psychotic daughter made damn sure that she had a nursery of changelings with eggs in them every few weeks,” Gilda said, watching Tear wrestle with Telstar, frowning as her own blood was losing to a pony.

“Like mother like daughter, Gilda?” Applejack laughed, narrowly dodging a fist.

“Applejack, don’t taunt Gilda,” Twilight ordered. Applejack shut up immediately and nodded.

“Got your mares on a leash, eh?” Sunset teased.

“As it should be,” Trixie claimed, startling both Twilight and Sunset. “Mistress, who is this harlot?”

“Trixie, manners!” Twilight berated, making Trixie cower. “This is Sunset Shimmer, from-”

“Didn’t she try to steal your crown? And attempted a coup using teenagers? Hah! Even the bug did better than that when she invaded the wedding four years ago,” Trixie laughed, she muzzling herself the moment she felt Twilight’s glare on her.

“Thanks, thanks for reminding me,” Sunset said blankly.

“Sunset is a guest here, please be more hospitable, Trixie,” Twilight shot, causing the blue unicorn to feel the weight of her alpha’s disappointment.

“And her deal is?” Sunset asked.

“Trixie was a traveling magician. She still is but she sticks to Ponyville these days, not wanting to leave my side and wanting me to see her shows,” Twilight replied. “She’s actually really good, I recommend seeing a few since she changes it up every so often and tries new tricks.”

“You… are too good to Trixie, Mistress,” Trixie gushed, her face beet red.

Sunset heard an extremely faint drip, noticing it was from the showmare. “Seriously? she chuckled.

Trixie’s puffed her cheeks in anger and was about to let the fiery unicorn have a piece of her mind when Twilight stuck a hoof between them, instantly making Trixie back off. “Can the both of you please be nice?”

“I’m just teasing her, not my fault she is SOO protective of her ‘Mistress’,” Sunset teased, causing Trixie to shake in rage.

Hearing Rip cry out for help, Twilight painstakingly went to check on the situation, leaving Trixie and Sunset alone. “Trixie wants to know why a deadbeat villain, such as yourself, think she’s worth of Mistress?”

“We became friends, then fuckbuddies, bonded through a kid that she put in me… apparently by accident, seeing as she’s surprised by it,” Sunset muttered. “How about ‘Trixie’? Why are you kissing the ground Twilight walks on?”

“That is none of your concern, Trixie owes everything to Mistress, and she will not reveal anything to YOU,” Trixie snarled.

Chrysalis strolled out of her basement for physical nourishment and heard Sunset’s question, not bothering to acknowledge the question of why she’s here. “Twilight raped her badly one night after their second duel, and Trixie kept coming to be raped more.”

“Silence, Insect! Trixie commands it!” Trixie bellowed, her cape bellowing in the wind as she turned to yell at the changeling queen.

“Twilight… rape? I barely know her and even I think that’s impossible,” Sunset grimaced.

“Then you’ve never felt her power, forcing you to submit to her will,” Trixie uttered, her body shaking from her own words.

Before Sunset could answer, she began remembering the time she and Twilight had sex, how Twilight began to turn the tables on her simply by asking for another round of sex. “I had a kid with her, I know what Twilight is like when she’s on top.”

“Do you truly know that feeling?” Trixie asked, her eyes narrowing.

Sunset wasn’t sure how to answer that question since she only had sex with the alicorn once and that was while she was human. An idea struck her, and she smiled sadistically. “Maybe not as intimately as you, but I have had Twilight in a way you’ll never know.”

Trixie’s ears perked in curiosity; Twilight has used her in ways that the showmare still dreams about to this day. The other mares slightly turned their head to listen to Sunset’s amazing method of seduction, while Twilight was pulled into playing with the children. “How so?”

“Did you know that humans have their teats much closer to their mouths?” Sunset asked. Trixie and the others checked themselves, confused by the idea of having their mammaries on their chins. “Like about here?” Sunset demonstrated by cupping her the frontal part of her barrel with her hooves.

“Trixie doesn’t follow, why would anypony want their teats in between her fore-hooves? They’ll chaffee when you run,” Trixie uttered scratching her head.

“Well… have you ever rubbed your teats across Twilight’s dick?” Sunset asked.

“Yes, and it’s not that erotic,” Trixie snapped.

“Well, in the human world, my teats were much bigger, big enough to wrap Twilight’s penis between them… while I sucked her off,” Sunset cooed.

“Wrapping your teats around Twilight’s- what the hay are you blabbering about? You can not wrap teats around a penis, especially Twilight’s girth after her coronation. it’s impossible,” Trixie said.

Sunset rolled her eyes. “That’s because you don’t see breasts as the balloons of flesh and milk that they are in the human world, where they just hang off our chests-”

“That’s just disgusting imagery,” Trixie interrupted.

“Shut up, let me finish,” Sunset snapped. She then had a brilliant idea. She turned to see the other mothers listening in on their conversation and grinned. “Watch this!” With her magic, Sunset created the form of a human, with mamaries that caused all five mares to look on in confusion, she then had a purple figure with smaller breasts and a dick, Twilight’s human form, sit down and watch as the orange figure kneeled between the purple figure’s legs and placed the purple member between her breasts and moving it along the shaft, her tongue teasing the tip. The image vanished as Sunset smiled triumphantly. “Well?”

“That was the stupidest thing I’ve ever seen, and I shall prove it to you!” Trixie declared, storming past the mothers and asking for Twilight’s attention in private. Sunset smiled as Trixie used her magic to recreate Sunset’s scene, her smile growing as Twilight blushed profusely.

Sunset watched Trixie stomp her way back, glaring at the yellow unicorn. “I heard Twilight loved it when Human Pinkie and Human Fluttershy pushed their breasts together around her cock. Pinkie said they made Twilight cum like a rocket, before they were both bent over for the ride of their lives.” Those words caused all four mothers to glance down to their flat teats(or Gilda’s two rows of nipples) and push them together, suddenly feeling ill-equipped to be Twilight’s mate.

~dood~[/hr]

It was snack time for the kids, and while the older fillies drank their orange juice and ate their sandwiches (Gilda ensuring that her cubs got some fish added to what they ate), Sunset sat away from the table while her filly nursed.

“Hey Sunset, sorry about Trixie. I didn’t expect her to be so… herself, I guess,” Twilight stammered, sitting next to the yellow unicorn with two sandwiches.

“Please, I’ve dealt with worse. I’ve tried to beat you after all,” Sunset laughed.

“But still, I’m glad to see you again though,” Twilight smiled, taking another bite from her sandwich.

Sunset noticed something particularly odd about what Twilight was eating. “Is that fish?”

Twilight stopped chewing and gave Sunset a confused look. “Yeah, why?” Fluttershy could not turn around fast enough to stare at her mate with a horrified look on her face. “I’m really sorry Fluttershy, I was told to be diplomatic for the Minotaurs and Griffons and they eat a lot of meat, and fish kinda grew on me. I didn’t want to disappoint them by not eating their food.”

“It could be worse, ‘Shy,” Gilda uttered. Fluttershy turned directly to her with a hurt expression. “Griffons eat cows, pigs, and chickens… Twilight went the safe route with fish.”

Fluttershy began to frown in disapproval. “Could you eat that when little Miracle Gale isn’t around? I don’t want her getting ideas,” she squeaked, trying to look as sorry as possible.

Twilight’s chewing slowed down and swallowed what she had and nodded. “Gilda, could you finish this for me?”

“Gladly!” Gilda exclaimed, taking Twilight’s sandwich and devouring it.

“Thank you Twilight,” Fluttershy cooed, getting out of her seat to nuzzle Twilight. The alicorn returned with a weak smile. “Is Jasmine doing alright? I can get her something if you need.”

“No, she’s just finishing up,” Sunset replied. Levitating her foal away from her teats and began patting the child on the back to force her burp. “I’ll be right back, someone needs a nap.”

The moment Sunset left and was out of earshot, Telstar and the cub twins zoomed straight into the face of their father. “Who was that, Dad? Is she another Step-mom?” The apple asked.

“She seems weird. Like, Auntie Lyra weird,” Tear added.

“Yeah, I bet you can beat her in a fight!” Rip said, all three girls agreeing on that point.

“Well, you see-” Twilight stuttered. She noticed her mates watching her curiously, in need of answers themselves. “Well, as I told your mothers before, Sunset Shimmer was once Princess Celestia’s student but she grew too hungry for power and disappeared into a strange land where everyone stands on two legs-” All three fillies stood on their hind legs, the griffon girls doing a far better job than Telstar. “They didn’t have a coat, they just had skin and a mess of hair on their heads.”

“That is super weird, Dad! Why don’t they have coats?” Pearl shouted, only to be shushed by Fleur.

“I don’t know, I just know that Step-Mom Rarity would make a fortune making clothes for them. EVERYONE wore some sort of clothing, some of it didn’t look too good but some made it work,” Twilight said. The filly’s eyes shined at the prospect of their generous Step-mom making lots of money, so that she could share the wealth and buy candy for them.

“What else, Dad?” Rip asked.

“Well, they had fingers. It’s like talons but slender and soft,” Twilight added.

“Slender and soft talons? How do they hunt? Or are they herbivores?” Tear questioned.

“Omnivores, Tear. They eat both meat and plants, and have actually made products that simulate the benefits of meat without harming any animals,” Twilight replied.

“Oh my, we should get you to try some, Gilda!” Fluttershy exclaimed with glee.

“There is a reason why I only eat fish these days, Fluttershy, out of respect for you. With that said, no fake meat is touching my beak or my kid’s beaks,” Gilda stated, causing Fluttershy to pout.

“Anyways, they live in a strange world with metallic carriages that are not pulled by ponies, and have a strange device called a ‘computer’ that is about the size of my head yet it held more information than every book in this castle,” Twilight exclaimed.

Every filly in the room stared at Twilight with mouths agape in awe. “How can something so small have more stuff in it than your castle, Dad?” Telstar asked.

“I don’t have a clue. Humans are crafty creatures,” Twilight chuckled, nuzzling the Apple filly.

While they talked about Twilight’s time in the human world, Sunset stayed outside of the kitchen, listening to it all. Despite how badly she treated Twilight the first time, the alicorn still tried to paint her in a much better light to the children and their mothers. But the truth remained, she attacked Twilight and even tried to destroy her only link back to Equestria.

“How long ya gunna stand there?” Applejack called out, staring at Sunset’s silhouette.

“I didn’t want to interrupt Twilight’s story about me being an evil jerk,” Sunset uttered, joining everyone.

“Sure… but the second time she visited sounded like you learned how to not be an evil jerk,” Gilda chuckled.

“I had my own friendship squad to help me there,” Sunset smiled, looking back to Twilight.

“Glad to hear that, Sunset,” Twilight smiled back.

Trixie was the only one that remained annoyed at the new mare. “I bet you have an ulterior motive for coming.”

“Trixie!” Twilight reprimanded, causing Trixie to flinch and cower in her seat.

“She is right, but there are kids around so I won’t say,” Sunset stated. All the grown ups in the room gave a knowing nod, with Gilda rolling her eyes.

“Dad, Aunt Trixie looks angry,” Miracle cried out, hiding behind Fluttershy’s mane.

“Trixie, do I need to punish you?” Twilight threatened.

A blush spread on Trixie’s face and attempted to protest, yet no words left her mouth. “It can wait till later. Right now you got kids to play with,” Sunset cooed, walking past Twilight and seating herself at the table.

Twilight shrugged but felt Rip and Tear pull her into the main room, with Telstar hopping around her. Star quickly slipped from her seat to join the fillies, and Miracle gave a nervous look to her mother. A quick nod from Fluttershy and Miracle Gale slowly made her way to play with Twilight and the others.

“So… how did you wind up getting knocked up?” Gilda asked, smirking at the yellow unicorn.

“I ran into Twilight on the street, almost getting herself killed by running through traffic, and we started to hang out. We went to grab a bite and found Pinkie working there, she shot something at Twilight’s drink and it spilled all over her and caught Twilight in the bathroom, which led to the two of them fucking in the bathroom. I walked in there, kinda worried about Twilight, only to hear her and Pinkie having sex on the throne,” Sunset explained.

“Ah gotta admit, as weird as it sounds, only Pinkie or Trixie that woulda done that,” Applejack commented, receiving a glare from the blue unicorn.

“I guess I should mention that soon after finding the internet or ‘the box that had more information than Twilight’s library’, I quickly became interested in dickgirls and often masturbated to pictures of them. When Pinkie started teasing Twi about how she and the girls missed having the princess fuck them, I was much more than curious to find out if she really did have one. Twilight found my pictures, then the rest led to me being knocked up with Jasmine,” Sunset concluded.

“My, that’s rather convenient,” Fleur added.

“Um… didn’t you jump at the chance to join Twilight’s herd when you found out she was an Alpha?” Fluttershy said, with a hint of a smirk on her face.

“Touché, dear Fluttershy,” Fleur chuckled.

“While my pregnancy is a surprise, I’m actually more shocked that a pony can get a griffon pregnant,” Sunset said, leering at Gilda.

“Twilight transformed into a griffon one day and fucked me silly, enough said,” Gilda answered, shrugging her shoulders.

“We all have our stories about how our little ones came to be or how we came to love Twilight as much as we do now. I was trapped in the barn with Twilight one night after her marefriend broke up with her, Fleur was comforted by Twi and Rarity until the obvious happened, Gilda went and was put in her place by our mutual love, and Fluttershy went with Chrysalis to Canterlot to steal a spell to make Twilight’s babymakers working again,” Applejack laughed. “Kinda weird how most problems can be solved by throwing Twilight and her erection at it and wait till the problem screams her name.”

“I almost wished that’s how I lost to Twilight, it’d be funny to see those five throw a naked purple dickgirl at me in the middle of the night, and pretty sexy during the actual event,” Sunset giggled. “But it had to be a rainbow laser.”

“Chrysalis was beaten by a shockwave of love,” Gilda claimed. The fives mares, except Trixie, laughed at the idea of a parasite being defeated by such lame means. “Jeez, Trixie. Lighten up.”

“Not until this mare leaves with her weird breast fetish,” Trixie growled.

“Twilight has the breast fetish, I have the dickgirl fetish,” Sunset corrected.

“Oh… but none of us are equipped the way Twilight likes it though,” Fluttershy whimpered. The others frowned slightly from this revelation.

“What about wingjobs?” Sunset asked.

Fluttershy blushed heavily, but Gilda smirked. “Wing Jobs are pretty good, pretty amazing to feel Twilight preen our feathers after we make her cum on them.”

“Yeah… humans don’t have wings,” Sunset uttered.

“How about feeling her magic caress your entire body, inside and out, while she ruts you senselessly?” Fleur added, causing everyone that has felt that to blush intensely.

“Wait… your entire body?” Sunset asked, curiously.

“Yeah… but it’s better if she grows the second dick and sinks it into ya,” Applejack chuckled. Gilda, Trixie, and Fleur all nodded in agreement while Fluttershy blushed.

“I don’t think I’ve ever done that with Twilight, she’s big enough as it is, I don’t think I can handle her having two,” Fluttershy whispered, blushing hard.

“T-two dicks?” Sunset gasped.

“That’s nothing, Rarity learned Twilight’s duplication trick. One night I walked in on Twilight getting serviced by four copies of Rarity while Rarity was stuck between four Twilights. I was swept off my hooves by two copies of each, gagging on Rarity’s horn while I felt her clone sucking my teats and had a purple pleasure rod up each hole,” Applejack chortled. Everyone else giggling with her.

“Wait, what?” Sunset couldn’t believe the words coming out of these mare’s mouths.

“Bah, that is nothing! Trixie has all of you beat!” Trixie declared, gathering curious looks to her. “Last year, Trixie managed to woo our Princess into a most famed event! Picture a beautiful blue unicorn, spit roasted between the most powerful purple cocks, while a Twi-clone rests underneath her. Her fore hooves and tail being used to pleasure Twi-Clones all around her. Sitting on the bed was the real Twilight, one of her clones riding her cock while two others were licking her shaft and pussy while Mistress watched the Great and Powerful Trixie performed to her best for seven clones at once!”

Sunset’s jaw could not drop any lower than what she heard. Fluttershy shrunk into her seat, Fleur had a bemused look on her face, while Applejack was merely surprised. Gilda merely clapped. “Good for you?”

“Trixie couldn’t move for a month and her throat was too sore for solid foods, even then anything Trixie consumed tasted like Mistress’ seed for two weeks,” Trixie stated triumphantly.

“So being a slut for Twilight is that much of an achievement for ya?” Gilda asked.

“Unlike those that would take shots and try to demean our Mistress with talks of ‘Vaginal pleasure’, Trixie is loyal to her and will do anything for Mistress,” Trixie exclaimed.

“We caught that much when you came back to live in Ponyville,” Applejack added.

“Wait one freakin minute,” Sunset demanded, slamming her hoove son the table. “You all have had sex that isn’t possible by normal means: getting ganbanged by a single pony, watching a pony grow TWO DICKS and having them shoved up your pussy and ass-”

“Actually they both plowed my field, Me and Twi both wanted to make sure Ah had enough cream in me to have triplets, that’s how Telstar was made,” Applejack said.

“Two dicks in your pussy?” Sunset gaped, in utter confusion. “You do all this and… none of you can comprehend a tittyfuck?”

“I have solid muscle with nipples poking out of my belly,” Gilda muttered.

“Well, our breasts are next to our vagina, and even when they’re swollen, they don’t get very big. Having large breasts would make walking difficult, regardless if they’re between our hindlegs or fore-legs,” Fluttershy explained.

“Twilight has told you that humans are bipedal?” There was silence in the room. “Walks on two legs?”

“And?” Gilda asked.

“And did Twilight mention how their bodies worked?” Sunset asked.

“I missed that part.”

“Trixie was servicing Mistress while she explained her trip to the Human World.”

“Miracle was crying and I couldn’t hear that part.”

“Rainbow Dash was distractin’ me at the time.”

Sunset groaned. “Give me a moment…” Sunset left the room, leaving the girls to ponder what was going on in the crazy unicorn’s brain.

~dood~[/hr]

“Huh, Twilight and the girls aren’t outside,” Gilda said.

“Oh dear, I hope they’re alright,” Fluttershy uttered, sitting at the window, scanning the streets for Twilight and her daughter.

“Nothing serious ever happens in Ponyville, I’m sure Twilight took the girls to Sugarcube Corner,” Fleur said. She glanced to a nearby clock, and glanced out the window with a nervous expression on her face.

“I’m sure Twilight will make sure the girls are safe, though… maybe we should look for them, just in case,” Applejack added.

“Mistress is an alicorn, what could possibly be a danger to her?” Trixie said with a smug smile.

“I wanna say an Ursa Minor, but you aren’t out there taunting them into town,” Gilda quipped, dodging a book.

“There!” All the girls looked up the stairs to see Sunset Shimmer. Her mammaries moved up between her front hooves and were almost as big as balloons. “This is what I was talking about!”

“That is the most weirdest thing Ah’ve ever seen!” Applejack said, staring at the creepy display.

“Wow, that is the stupidest,” Gilda laughed.

“How can Mistress be attracted to such an idiotic thing?” Trixie commented, trying to comprehend Sunset's breast placement and size.

“Won’t walking be hard for you now, Sunset?” Fluttershy asked.

Fleur merely shook her head, disapproving of the hideous thing Sunset did.

“Hey girls, I-dhuuuu” Twilight entered the library and stared at Sunset’s breasts. her wings sprang up, unhindered by the griffon cubs that slept on each wing, and undisturbed by the three fillies that rested on their father’s back. “Uuhhh.” Twilight’s eyes were glued on the yellow tits, with a small trail of drool leaving her mouth.

“You can’t be serious,” Gilda uttered, all the mares and griffon staring at their Alpha.

While everyone else had a baffled expression, Sunset’s was one of victory. “See, Twilight likes my new breasts.”

The Purple Princess broke out of her trance and blushed. “I’m sorry girls, it’s just… it’s a penis thing, I swear!”

Getting over the shock, Applejack chuckled. “It’s alright, Sugarcube. We all have our ticks, yours… is just something you got from the other world, is all,” she said, making Twilight cower under the stares, unaware that Trixie had teleported into the bedroom to find the spell Sunset used on herself.

“I don’t see the appeal, honestly,” Gilda commented, staring at Sunset’s knockers with confusion.

“How does it actually feel, Twilight?” Fleur asked.

“It’s like having a very sensitive part of you being smothered by warm, soft pillows. And because they are so close to the mouth, I’ve… enjoyed getting blowjobs that way as well,” Twilight replied, blushing hard.

Applejack frowned. As she turned to the window, her frown intensified. “As much as Ah wanna keep questioning what you love doing in the human world, I gotta get back to the farm. Pleasure meeting you Sunset,” Applejack said, giving Twilight a deep kiss while the alicorn levitated Telstar onto her back.

“I fear I must go as well, thank you Twilight for watching the kids. And it was a pleasure, Sunset,” Fleur stated she levitated Pearl Star onto her back and gave Twilight a long deep kiss. The moment it broke, Fleur licked her lips and left with a “ta-ta!”

“Now Trixie is better!” Trixie cried out, supporting a pair of strange breasts on her frontal barrel.

“Well, that’s enough of Trixie for one day, later Twi,” Gilda stated as she placed Rip and Tear onto her back and went to kiss Twilight only to give the alicorn a nuggie. “It’s been something, Sunset. See ya tomorrow ‘Shy.”

Fluttershy glanced between the blushing purple alicorn and the two mares supporting large milk jugs in an area that shouldn’t have them. “I’m sorry Twilight, I don’t think I spend enough time around Pinkie and Trixie to be immune to that.” Fluttershy said, pointing at Sunset and Trixie. “I’m going to head home, I’ll see you tomorrow?”

“Y-yeah, I’ll see you tomorrow… if I survive the night,” Twilight responded.

Fluttershy gave her alpha a peck on the cheek before feeling her daughter rest on her back. “Bye Sunset and Trixie… try not to hurt yourself with those.”

After Fluttershy left, Twilight looked up to see Sunset and Trixie pressing their breasts together in a mock show of aggression. The showmare glared angrily at the ex-villain, while Sunset smirked. “Girls, please go back to normal. It’s kinda weird to see those on a pony’s body.”

“Not until Trixie defeats this wh-”

“Are you saying you don’t like these?” Sunset teased, her hooves pressing against the soft flesh.

“Well, n-no. It’s just strange to see them on a pony’s body,” Twilight said, blushing.

“You know what that says to me?” Sunset questioned, causing Twilight to shake her head. Trixie fell onto all four hooves, bothered by the flesh that pushed against her fore-limbs. “That says somepony doesn’t want to ‘play’ with these puppies.” Sunset suppressed a giggle when she heard a whine from the alicorn. She walked down the stairs with ease, and pressed Twilight’s face into her new breasts. “I thought you missed these.”

“These seem bigger than before,” Twilight commented, her view blocked by the expanse of yellow flesh.

“I wanted this night to be great, Twilight. It has been over two years since we last fucked, and every woman has needs. While you were busy filling up sluts here, I’ve been at home with our daughter, forced to wait until that stupid mirror opened up. I’m just glad our friends from the human world never found out that I knew how the mirror works, or they’d be asking me constantly when the door would open next.” Sunset explained.

“I’m gonna assume they really miss me,” Twilight added.

“Applejack and Rarity are the stronger ones, not getting all hot and bothered from hearing your name. Rainbow Dash is almost tough but… it doesn’t help that she draws porn of herself and you, you in a cheerleader’s outfit fucking her behind the bleachers in her own soccer uniform. Pinkie named one of her dildos after you and we sometimes catch her camping out in front of the statue, and you won’t believe how many times I’ve caught Fluttershy trying to breastfeed our daughter. You should thank me that they all didn’t follow me here,” Sunset concluded, giving Twilight’s horn a lick.

“That just tells me I need to visit them more often,” Twilight stated, unable to leave Sunset’s hold.

“Let me know when you do… I’ll be sure to treat you well,” Sunset cooed. She was thrown out of the way by blue magic, and in the split second that Twilight could see, it was blocked again by a wall of blue.

“Trixie will not allow you to corrupt Twilight with your strange body modifications!” Trixie declared, holding Twilight tight to her breasts,

“Trixie, you got them yourself,” Twilight commented.

“You like these, and Trixie would do anything for Mistress,” Trixie said, blushing.

Sunset stood back up, glaring at the showmare. “Hey, share the mare!”

“Trixie had shared her enough,” Trixie spat back, pushing Twilight’s head deeper into her expanded cleavage.

“I had to wait over two years for this, no fucking blue cum dumpster is going to stop me,” Sunset yelled, tackling Trixie away from Twilight.

Twilight stood and watched Sunset and Trixie attack each other with their hooves, pulling manes with magic, rubbing their filly-head sized breasts against each other. The purple princess’ wings were painfully erect, spread form from her body while her penis had grown erect when her head was smothered by Sunset’s breasts. Her face was beet red and was burning hotter as the buxom mares fought.

Both mares’ heads snapped towards the retreating alicorn, running for her room, only for the two unicorns to be dragged into the bedroom with her. The Princess glanced over to the newly formed crib and placed a bubble around it before turning to her mares.

"Okay, I’ve had enough!” Twilight yelled, her voice booming and scaring both mares. “You wanted me? You got me!” She finished by sitting on her rump, her thirteen inch cock throbbing with need.

While Trixie was more than eager to please her Mistress, Sunset was stunned by the size of Twilight. “That’s your REAL size? How does anypony take that?”

“Watch and learn, filly,” Trixie taunted, pressing her snout against the head of the purple pillar, giving the shaft a long lick.

Despite the immediate pleasure, Twilight grew impatient. “Trixie, put me between your breasts.”

Trixie stopped and gave her alpha a confused glance, Sunset took this as her chance. “Like this, filly,” she teased, her altered breasts covering a portion of Twilight’s cock. Trixie watched in amazement as Twilight cooed in pleasure. She pushed her tits together and pressed them against her Mistress’ cock.

Twilight sucked in a sharp breath before sighing in pleasure, her magic pulling Sunset and Trixie’s heads closer to her shaft while crushing her girth between the blue and yellow orbs. Trixie accepted the alicorn’s demands, lovingly kissing and licking the purple penis. Sunset was less than lenient, shocked by how forceful Twilight suddenly became, giving the intimidating shaft careful licks.

“Having second thoughts, Sunset?” Twilight asked, surprising the yellow unicorn.

“I don’t know yet. I want to, but this is BIG. You were pussy-filling when you were human, this will split me in two,” Sunset whimpered.

“Hah, Trixie has taken at least three of these into her Great and Powerful pussy. Might as well go home and wait for Mistress like a good little filly,” Trixie taunted, capturing the flat head between her lips and rubbing her teats against the shaft.

Sunset glared at the showmare. She pulled Twilight’s cock head out from Trixie’s mouth and accepted it into her own. Trixie then took it back before they both began suckling and nibbling on the flared head while glaring each other.

Twilight fell back from the pleasure, her hooves slamming against the wood while her mares tried to prove who can give her the most pleasure with their mouths and tits. She felt both mares poking their tongue into her urethra, the heat and the soft texture of both mare’s bodies pressing against her body.

The two mares fought over the purple prick, pressing their breasts against Twilight’s dick, their nipples grinding agianst each other and the shaft between them. Sunset angrily nibbled and licked Twilight, dragging her tongue hard against the sensitive flesh. Trixie twirled her tongue along the head and suckled the dick hole. The moment any pre-cum leaked out of the purple girth, it was immediately a prize to be won, the victor smirking at the loser as she licked her lips, savoring the taste of Twilight.

“Oh, for the love of me!” Twilight cried out, surprising both mares with a burst of white cream hitting them in the face. Sunset and Trixie felt the rain of sperm fall onto their manes, faces, and breasts.

While Trixie greedily licked up her mistress’ seed, Sunset laughed. “For the love of you?”

Twilight blushed, embarrassed by what she said. “Well.. it’s kind of hard to say ‘for the love of Celestia’ when Celestia herself moans my name when I’m in Canterlot.”

Sunset’s eyes went wide. “You’re nailing the Princess?”

“Both, they are both my mates. Luna is the only one I got pregnant though,” Twilight uttered.

“You are way too lucky,” Sunset commented. She felt Trixie’s tongue against her face. “What are you doing?”

“Taking what’s mine,” Trixie growled, licking Twilight’s cum off Sunset's face.

Sunset frowned, pushing Trixie aside to prevent her from losing more of the white body paint Twilight provided. Licking what landed in Trixie’s mane to combat the showmare.

Twilight could only watch the two for a moment before gripping Trixie’s hindlegs with her magic and pulling her rump close the hard purple prick. “Sorry Trixie, I just really need this,” she uttered, flipping Trixie’s silver tail and pressing her member against the blue entrance.

With no resistance against her Mistress, Trixie accepted Twilight into her body, gasping as the purple cock quickly filled her body with its mass. The blue oversized breasts pushed against the floor hard as Twilight pounded herself deep into her mare.

Sunset stared in awe of Trixie taking the entire thing and walked around to see Twilight pumping herself deep into the magician, with only a few inches shy of the mistress’ purple coat hitting the slave’s blue fur. The fact that Trixie was pushing back into Twilight made Sunset visibly worried. “Wait, are you seriously going-”

“Oh Yes!” Trixie cried out, feeling her Alpha hilt her, the purple mare’s body pressed against her rump. Trixie felt the thick shaft invade her womb, cooing in pleasure after months of training her cervix to act as another hole for her Mistress to penetrate.

“Is that in...” Sunset asked, cringing at the thought.

“Yes, it is… it really is painful to do that, but Trixie loved it when she used her magic to allow it to even happen,” Twilight cringed, feeling the womb opening grip her shaft, while the vaginal walls caressed and flexed around her.

Sunset was baffled by the mere thought. During one thrust, Trixie managed to twist onto her back, showing Sunset and Twilight a small bulge where the dick has explored, disappearing and reappearing with the alicorn’s every movement. “Not sure if I should be turned on or grossed out,” Sunset uttered, her pussy betraying her statement.

Twilight only grunted as she pummeled her mare’s insides, her mare trying to fondle her breasts with her hooves, crying out in orgasm.

Trixie’s walls clamped down, her juices coating her mistress's shaft. She was more than eager to comply with Twilight’s desire need to mate, trying to push herself back onto her mate’s crotch, despite the feeling of her own modifications slapping against her chin.

Sunset’s hooves were grinding themselves against her wet pussy, watching the newest princess fuck all conscious thought out of the showmare, sweat showing behind Twilight’s bangs. While the idea of having her cervix being penetrated by the bookworm was disturbing, yet she was counting the minutes, desperate for her own turn with the alicorn.

Twilight let out a groan as her seed began to fill Trixie’s womb, causing her belly to bloat slightly. Despite this, Twilight didn’t let up. She continued to use Trixie as she needed, the white seed flowing out with each retraction, creating a pool beneath the purple mare.

Another hoarse cry signaled another orgasm from Trixie, her legs kicking at the sides, ignored by both herself and her mate. She let out another orgasmic scream when Twilight leaned down to suckle her teat. Sunset backed away slightly to keep from getting hit by Trixie’s flailing limbs.

“Mistress, more! Drink Trixie deeply! She is yours to do as you please,” Trixie shouted, one hoof holding Twilight tightly to her breast. Audible gulps of liquid splashing down Twilight’s throat was instantly noticed by Sunset, but she swallowed her own breath and resumed to rub herself off, immensely jealous of the showmare.

The nipple popped out of Twilight’s mouth, a small strand of white fluid leaking from it and trailing down the flesh balloon and on to the floor. Trixie’s sex began to burn from the constant abuse, her most recent orgasm taking a fair amount of air as she screamed. Another load of her mistress’ spunk entering her body forced her mind to spin, unable to focus anymore.

Trixie’s mental exhaustion was not lost to Twilight, pulling herself out of the mare. With a careful hoof, Twilight slapped Trixie as hard as she could, forcing out a loud screech that nearly destroyed the soundproof barrier around Jasmine. Trixie’s marefluids splashing against Twilight’s fur and the floor from the stinging situation. The blue mare slowly collapsed in a pool of drool and cum, slowly drifting to sleep. “Sorry about the noise, I think you wanted something?” Twilight apologized, which quickly turned to teasing.

“That is not going into my pussy,” Sunset stated, her eyes trailing back to the ounces of white goo flowing from Trixie’s well-used hole.

“Well, how about anal?” Twilight asked. “No painful womb walls that will cause us both grief, and magic makes it easy to clean any bacteria off.” Sunset quickly presented herself before Twilight could finish, her tail raised and her hoof rubbing her crotch. Twilight shook her head and giggled. “Why don’t you sit on my lap?”

Sunset blushed, she backed up to Twilight and pressed her backdoor against the purple rod. Her teeth clenched as her anus resisted the thick appendage. The alicorn’s hooves gripping her rear tightly, pressing her downward onto her shaft.

“You’re too big!” Sunset whined, tears forming at the corners of her eyes.

“You… need to relax, it’ll hurt less, Sunset!” Twilight groaned, the anal muscles preventing her from moving deeper without causing more pain.

Sunset tried to, but the tension of having something so thick in her rectum was too much to bear and tried to get off, with only Twilight keeping her in place. “Twilight, let me g-ooooh” Her struggles slowly died off when she felt the alicorn’s wings trace her sides and breasts, soothing her. Twilight’s lips on her nape, kissing gingerly and melting in her mate’s grasp.

As Sunset relaxed, her anus loosened to allow Twilight to probe deeper, filling the former antagonist’s backdoor with purple meat. The sound of the yellow unicorn purring echoed in Twilight’s ears, only to be interrupted by a weak gasp as she felt the hilt of Twilight’s flesh-stick.

“Feel better?” Twilight asked. Sunset nodded lazily, trying to nuzzle the alicorn’s head from her position. The librarian smiled and kissed the other-worldly unicorn’s neck.

They stayed like that for a moment before Twilight’s thighs went upward, causing Sunset to bounce on her lap. A coo of pleasure notified her that her mare was ready. Both hooves placed on Sunset’s sides, Twilight humped against the mare, slowly building up a rhythm that caused the unicorn to quiver.

She felt the turgid length stir up her insides, testing the capacity of her backdoor. She has never felt so full in her life, the fact that she thought Twilight was big in the human world was tossed aside for the mare-wrecker that was lodged in her ass, the mare it belonged to pumping her along its size.

It wasn’t long for Twilight to feel Sunset riding her properly, letting her hooves travel to where they need to be; with one hoof on Sunset’s unused pussy and another pressed against her nipple, the alicorn rubbed her mate slowly, only building up speed when Sunset does.

A startled cry signaled Sunset’s orgasm, coating Twilight’s hoof with her juices. The alicorn brought it to Sunset’s mouth, and smiled when the yellow mare sucked the moisture from the purple fur. She leaned her mare back, the fiery maned unicorn’s head resting on her shoulder.

Using her magic, Twilight brought Sunset’s breast to her mouth and as she did for Trixie, began suckling her mate. She felt Sunset moan into her hoof from the feeling of teeth on her nipple, and the suction trying to force her milk out.

The purple hoof retreated from the yellow mare’s mouth and descended back to its spot between Sunset’s hind legs. Twilight’s teeth tugged the nipple in her mouth as her penis spasmed within it’s confines. Her cock flooding Sunset's anal cavity while her mouth was filled with milk.

Sunset panted, but still felt her mate hard inside her, resuming its pumping in the sperm-filled orifice. Her eyes went wide when she noticed her breasts beginning to shrink, the nipple of her deflating mammaries fleeing Twilight’s mouth and resuming its position at her crotch. “Wait, let me-” She was interrupted by Twilight’s lips pressed against her own, sharing the milk she harvested from the yellow tits.

“As hot as it is to see full breasts again, and I don’t mind them here. I think it’s sexier if they stay on a human body… let them keep something when they lack in other areas,” Twilight cooed, kissing Sunset’s neck.

“Are you say-ah- Humans aren’t-oh fuck- as sexy as ponies?” Sunset asked, flinching from the battering at her rear.

“It’s all preference, ponies have their full asses and teasing tails. Humans have their breasts and soft skin. I really did enjoy the feeling of your breasts again, but it isn’t the same when they’re covered with fur,” Twilight whispered into Sunset’s ear, her pace increasing while Sunset’s tail flailed about form the pleasure. “Next time we mate, it’ll be as humans. Maybe this time, they’ll let me keep my dick the way it is for you and the girls there, show you all the real me.”

Twilight’s horn glowed and flooded Sunset’s mind with images of a human Twilight with a pony dick, roughly fucking her human friends from Canterlot High while being gentle with Fluttershy. Then a vision of herself taking Twilight’s enormous cock into her human pussy; while it looked impossible, it felt like it was greatest thing she’d ever experienced. Pinkie and Rarity sucking her breasts while Rainbow and Applejack wore strap-ons, pounding her ass raw. Fluttershy’s pussy soon took the view while she was fucked by these six girls.

A misty haze clouded Sunset’s view while Twilight’s magic did its work, causing the unicorn to feel everything she’s seeing, not only did she feel Twilight’s cock up her pony ass but she could feel everything her human self felt, the dual thrusting of the athlete in her ass, the impossibly large princess at her pussy, and the lips that tugged at her breasts. She was in such a delirious state that only Twilight could notice her climaxes.

The real Twilight clenched her teeth as she filled Sunset’s rectum with another surge of cum, holding the mare down on her crotch as she filled her mare to the brim with white goo.

Twilight laid Sunset down on her side, and pulled herself out slowly, letting a stream of cum exit the abused ass. After cleaning herself with magic, Twilight turned to her newest addition to her family and walked to check in on her, finding that she is slowly stirring. “Hello, I’m sorry I haven’t been in your life for so long, I’ll try to do what I can for you and Mommy.”

The filly only stared into Twilight’s eyes before giggling. With a light chuckle, Twilight took the filly down for food and changing before placing her back in her crib. The alicorn sat between her two mares and fell asleep, a fun filled day of playing with her kids and having sex had come and gone.

~dood~[/hr]

Sunset and Trixie woke up in each other’s hooves. This fact caused them both to scream and fall on the floor. “What do you think you’re doing?”

“Trixie was sleeping with Mistress! Enough of your games, witch!” Trixie screamed.

“More like you passed out because of your weird fetish for womb-fucking!” Sunset screamed at her, glancing to see her child was still asleep.

“All of Trixie belongs to Mistress, all holes, even holes nopony can see,” Trixie snapped back. “And what of your silly interest in large misplaced breasts?”

“That was more for Twilight than me, and you know it,” Sunset retorted. She looked around the room in her ire and found something missing. “Where is Twilight?”

Trixie’s ears perked up and scanned the bedroom’s layout, finding no trace of a purple alicorn. “Mistress?” she called out. “Mistress, your faithful and submissive servant would like to know where you are!”

Sunset walked over to the crib and levitated her child onto her back and went down for breakfast, deciding to assist Trixie later in her search for Twilight.

~dood~[/hr]

“That’s great Starbright, you’re doing so well,” Twilight cheered, holding Luna with her wing. The two royal parents decided to have their daughter practice magic, much to Starbright’s chargin.

“Don’t condescend me! It’s your fault I’m this weak, you big-dicked freak!” Starbright yelled, glaring at her father.

“Starbright, all of us know why we sealed your magic. We can’t risk you bringing eternal night. Not only would it hurt the ponies but it would make me look bad,” Luna said.

“Oh boo hoo. If I was bigger, you two and Celestia and Discord would be kissing my hooves!” Starbright cried out, stomping around the dreamscape.

Twilight shook her head. “Isn’t this awkward? Teaching the embodiment of your jealousy how to use magic for when she’s older?”

Luna gave her a soft smile and a nuzzle. “Oh Twilight, it’s not as awkward as the fact that you were just kidnapped by your changeling daughter and are currently getting your penis fellated by her while Chrysalis watches.”

Twilight stared at the Lunar Princess with aghast. “Again? Well, I’d rather not ruin this moment, so I guess I’ll let Amaryllis do what she needs to do before I scold her and her mother.” Luna merely chuckled. The two cuddled and watched their daughter scream at them for ruining her world-dominating plans while trying to perfect levitation.

Outside the dream, Twilight’s sleeping form laid on her back in a circle surrounded by changelings. Between the alicorn’s legs was a pink-maned changeling as tall as Applejack’s brother, taking as much of Twilight’s purple cock as possible into her mouth, licking Twilight’s previous session off her dick and replacing it with her saliva.

Chrysalis stood along her drones, wiping away tears from her eyes with a tissue. “They grow up so fast.”

“Mom, when do I let daddy rut me?” Amaryllis asked, rubbing Twilight’s hard-on with her hoof.

“You must be patient, my dear. Your senses will overload and turn you into a vegetable if you try to mate with her now. Just drink in her seed so your body can adjust to Twilight’s essence,” Chrysalis responded, watching with glee as her daughter sucked her Alpha off.

Author's Note

Proof-read by OkemosBrony and Refferee, thanks dood! (EDIT: sorry for not crediting you, dood)

I'm sorry for placing the idea of ponies with human like breasts in your heads, dood. And now... I really wished EQG ended with Twilight's human friends stripping Twilight down to nothing and throwing her at Demon Sunset and watch Twilight fuck her senseless while the student body just stood there being mind-controlled, dood.

Voting time, dood! I added a few things since I started this so I hope you like those ideas, dood.

Still waiting on the Luna Chapter to get proof-read and I started on chapter 19, dood.... I might just wait until Luna is out before I finish that and go do Hosue Sparkle 12, dood.