Starlight struggled to run away from the annoying foal floating towards her. “Away bastard spawn! I will not play your idiotic game of ‘Peek-a-Boo’!”

Starlight was pulled away and hovered before her irritated mother. “How many times must I tell you not to use such filthy words, Starlight?”

“You do not control me, ‘Luna’. You merely gave birth to my physical form! I will not be ridiculed by you, especially in front of ‘daddy’s whores!” Starlight snarled, pointing at Sunset Shimmer and Princess Celestia.

Princess Celestia merely chuckled as she took a sip of tea, while Sunset collected her own child, using her draping mane to play with the giggling foal. Luna shook her head disapprovingly at her daughter. She turned to a nearby guard. “Guardstallion! Fetch us soap.”

With a nod, the guard left to do his Princess’ bidding. Starlight knew what was going to happen, having to subject to its torment many times. “You think forcing me to taste soap will still my tongue, whelp? I will have this entire kingdom begging for mercy. Not you or that freak of nature can stop me!”

Luna merely stared at her daughter with a frown as the guard returned with a bucket of water with a wet bar of soap inside.

Celestia giggled, feeling a bit guilty for finding amusement in Starlight’s punishment. Luna used her magic to pull Starlight’s tongue out as far as it could and began scrubbing the black filly’s mouth. “You really should just listen to your parents, your time as a filly will be far more gentle. Enjoy your new found youth instead of biting the hoof that feeds you,” Celestia offered, ignoring the glare she got from her niece.

Sunset merely smiled as her foal was sucking on her mane. “Better than being spanked, I suppose.”

“I beg to differ, Lady Shimmer. My hoof has graced young Starlight’s rear many a time after her constant wrongdoings,” Luna muttered, pulling the soap out and watched her daughter spit out the foamy water. “Do you plan on being nicer?”

Starlight grumbled and nodded, prompting Luna to release her. Jasmine, having released Sunset’s mane, began squirming to play with the black alicorn filly.

Sunset let her daughter go and crawl towards the irritated filly, turning back to her hostesses. “I can’t thank you enough for letting me come visit, all things considering.”

“Sunset, you were merely impatient, a common trait for a curious filly. To hear that you began to turn your life around, and with such a beautiful daughter. I’m happy to see what you are making due with what you’ve been given,” Celestia chimed, smiling down upon her former protege.

“Yes, our current situations are not so different, wouldn’t you say?” Luna asked, a bit more proudly than she anticipated.

“All of us having sex fantasies about a purple alicorn mare with a dick?” Sunset added, chuckling as Celestia softly nodded while Luna blushed and agreed. “What made you two decided to join her? Like, you rule Equestria, you could have ANYPONY. Why join the herd of your pupil?”

“Twilight is a good leader, as intelligent as she is beautiful. She has some faults but those faults only make her endearing to us,” Luna answered. “It also helps that she… saved me from my curse.”

“I will admit, never in my life would I have thought I would join a herd, but after a long day of leading my ponies, it felt… good to be treated like a mare rather than a goddess, still does,” Celestia cooed, her smile growing. “It was off putting to learn that my student was… the progeny of Discord’s creations centuries ago. But after she saved me from herself and our first date, I grew to love her more than just as my student and my friend.”

“Sounds better than my story. I found her struggling around the other world and we decided to hang out. Pinkie managed to get Twilight to mate with her in a public washroom and then… things just happened, Twilight is pretty cute as a dick girl,” Sunset chuckled, reminiscing on her time with Twilight, her first time with the adorkable mare and her most recent escapades the day before. “I still can’t believe that the rest of Twilight’s herd doesn’t fully grasp her fetish for breasts.”

“Everypony has their kinks, it is clear that Twilight has grown… enamored by large teats that are placed on a different part of the body,” Celestia added, glancing over to her sister who was inspecting her own teats in curiosity.

“And I gotta say,” Sunset turned, looking around to see that the two young fillies were out of earshot. “Twilight’s really big in Equestria, like yeah… she’s a pretty good size in the human world but, I don’t think I’ve ever seen a bigger dick in my life.”

“When you’ve lived as long as I have, you witness many and while Twilight does have a size that would make many insecure, she is far from the biggest I’ve experienced,” Celestia cooed, taking another calm sip of tea.

Luna, however, found this news confusing. “What do you mean that ‘Twilight is bigger in Equestria’? Does her size change that drastically in the human world?”

Sunset nodded before answering. “She’s four, maybe five inches smaller in the human world, but it works because-”

“Are there not there those that desire Twilight that live in the human world? The human versions of the Element bearers?” Luna questioned.

“Well, yes but-”

“Those poor mares! Forced to take less than our Alpha’s shaft because of devilish magic,” Luna lamented. “Sister, we must rectify this! We must find a way for Twilight to go through the portal without losing her size!”

Celestia stayed silent as her sister flew to her tower. “I hope your friends there are intrigued by large pony penises.”

“I don’t even think Twilight could fit in any of my friend’s vags with her size. I would have been terrified of it if I wasn’t trying to one-up that blue magician mare,” Sunset whimpered. Her mind picturing the human Twilight with a penis that reached her knees, the image both exciting and scaring her.

~dood~[/hr]

“So, why again?” Twilight asked, watching Luna run around her workshop in the depths of Canterlot Castle. Various mechanical parts, and books littered the floor and walls.

“Your friends from the other world have been subjecting themselves to merely a portion of your trueself! They must at least experience what it truly is to be with a Alpha Stallion-Mare-Princess,” Luna declared, examining the faint runes she put on her invention. She had inflated a condom and cut the tip off and began infusing runes into the shaft of the rubber surface and placed it onto her Alpha’s penis.

“You do know that the humans have smaller sexual organs, right?” Twilight questioned. Knowing that her shaft as a pony can be considered damaging to any human lover.

“If a foal can be pushed out of their pink, then your penis can enter,” Luna reasoned, she wheeled the mirror out of its hiding place.

The moment Twilight saw the mirror, she arched a brow. “That thing has gone everywhere, hasn’t it?”

“I assure you, I have legally purchased this mirror from Cadance and Shining Armor, the nobles will no longer try and take this from us,” Luna assured. She placed the mirror within Twilight’s portal machine and placing its power source, the book, in its place. “Go through and report your results.”

Rolling her eyes, Twilight stepped towards the portal and entered. Her body could never get the hang of the strange pulling and stretching of her body changing into the familiar bipedal creature.

When her eyes opened. she struggled to stand, her legs felt weak from the change. She lazily glanced down to her skirt to examine Luna’s test. Making sure no one was around, she lifted her skirt to find that her penis was still a pony dick, larger than her human penis with a daunting head that is designed to ensure that any girl Twilight came inside would be properly filled with cum. What was more strange was that her penis retained its darker skin colour, looking rather strange on her body. Intrigued by the results, she turned back into the portal and returned to Equestria to tell Luna.

Luna was pacing in anticipation when Twilight returned, watching the purple alicorn struggle to stand on four legs. “Well, did it work?”

Twilight looked down between her legs and smiled to see that her penis did not change appearance or size. “Your experiment worked, Luna!”

“Huzzah! Now the females of the human world can finally feel a true alpha!” Luna cheered, she happily trotted over to her lover holding her tightly with a foreleg. “And now! You will be there for a few days, enjoy!”

“Wait, what?” Twilight uttered, pushed into the portal by a smiling Luna. She fell onto the other side and ran to the statue, only to find that Luna had closed the portal. “Darn it, what do I do now?”

“Twilight?”

The lilac-skinned girl froze and slowly turned to see Applejack staring at her with Big Macintosh, both of them were holding heavy boxes. “Hi, Applejack. Big Mac,” Twilight said nervously.

Applejack smiled and gave her otherworldly friend a wink. “You wait there, when we get back. We’ll round up the girls and have a fun get together.”

~dood~[/hr]

After Applejack and Big Mac brought some equipment and supplies to the school. Big Mac drove the two girls to Pinkie’s house. Twilight glanced to see Applejack using the cell phone to send messages to their friends. “So, how have ya been, Twi?”

“Pretty good, Sunset says she’ll be back tomorrow. How about you girls?” Twilight said, happy to see her friends again.

“Can’t complain. Just got back from the farm, so I dunno about the girls, but judging by what they’ve been texting me, they’re doing pretty good. Pinkie is an assist manager at Sugar Cube Corner, Fluttershy is still working as a receptionist at the vet, Rainbow is still working at a sports store, Rarity just got back from the city, showing off her latest designs, and our Twilight went to Science camp or something,” Applejack said, checking her phone again only to chuckle. “Jeez Louise, the girls are making their way to Pinkie’s now. The moment they hear you’re in town, they just drop everything.”

“I dunno if I like that or not, wouldn’t it be bad to just… stop working to visit a friend?” Twilight asked, worried about her human friends.

“I don’t mean drop everything, I mean head straight to Pinkie’s once they are done with whatever they need to get done, sugarcube,” Applejack chuckled, Big Mac merely smiling in response.

In moments, they reached Pinkie's house, Applejack and Twilight leaving the truck. The pony-turned-human struggled to stand after sitting down for so long in a moving vehicle. “Alright, Mac. I’ll call to let you know if I’m spending the night, alright? Make sure Applebloom does her chores.”

“Eeyup,” Big Mac answered, driving off.

Twilight picked herself up carefully and sighed. “I’ll… never get use to ‘cars’ or ‘trucks’.”

“It takes time, just don’t ride with Rainbow… she likes to speed around in her car,” Applejack giggled, leading Twilight to the front door. The orange girl knocked, the sound resonating within the house.

The door opened to reveal Maud, Pinkie’s sister, a bit taller than the pink mare with a bit larger chest despite having a smaller waist. The grey girl looked to her guests and nodded. “Here for Pinkie? She’s up in her room.”

“Thanks Maud,” Applejack said, tipping her hat. Twilight gave the taller girl an awkward grin and carefully followed Applejack up the stairs.

“Also, if you are going to have sex, please lock the door and keep quiet, Boulder is sleeping,” Maud said, making Twilight squeak in response.

They opened the door and Twilight was immediately pulled in by Pinkie, Applejack laughing and shaking her head as their pink friend tossed Twilight onto the bed. “Twilight! I missed you so MUCH!”

“I missed you too, Pinkie. Did you really need to grab me like that?” Twilight questioned, sitting up on the bed.

“Well, duh! You were taking too long!” Pinkie exclaimed, kneeling down between Twilight’s legs.

“Whoa there, a little early for that? She’s been in our world for twenty minutes and already you’re trying to fuck her,” Applejack interrupted with a disapproving look.

Pinkie pouted, she turned to face Applejack while one handed snuck under Twilight’s skirt. “I am a very active girl, Jackie. And when a girl needs someth-” She stopped when she felt something very different from the penis she’s normally acquainted. “Twilight?”

“He he… heh, I see you found the reason why I’m here,” Twilight chuckled nervously, watching as Pinkie flipped the skirt to see a large horsecock struggling against the white cotton panties. Applejack also stared in disbelief at the strange looking member. “I’ll explain when the others get here.”

As if summoned, Rainbow Dash burst into the room with Rarity and Fluttershy walking in casually. “Sup Twi, missed me?” Rainbow goaded, her smile fading when she saw what was in Pinkie’s hand. “What the fuck is that?”

“Oh… I’m sorry?” Fluttershy uttered, her eyes strangely fixated on the large fleshy cylinder jutting from Twilight’s crotch.

“Twilight? Why do you have that? How?” Rarity asked, running a hand through her hair.

“Well, from what I know… Sunset mentioned that whenever I come here, my penis changes and becomes smaller, more akin to human penises,” Twilight explained, waving Pinkie’s hand away from her dick. “So now, Luna made an enchanted condom that prevents the portal’s magic from changing my penis’s shape and size.”

A group of “oh” echoed in Pinkie’s bedroom. It was quickly followed by Rainbow clearing her throat. “Am I the only one that’s staring at this thing and going ‘how is this going in me?’ Cause… it’s a fucking club.”

Twilight fixed her skirt and crossed her legs awkwardly, blushing fiercely.

“Now, Rainbow. Maud asked us to keep it quiet, and do we really need to jump straight into sex?” Applejack questioned, looking disapprovingly at her rainbow haired friend.

“We’re all thinking it,” Rainbow added, expressing her outburst with her arms in the air. “It was fine back in Equestria when we visited and had sex with our pony selves. But here, Twilight’s so much bigger than she was normally.”

“Actually, this is my normal. I just shrink in this world,” Twilight commented.

“Normal to us,” Rainbow jabbed with a pout.

“I… must agree with Rainbow. We are delicate creatures and such a… beast, as pleasurable as it would be, would tear us asunder,” Rarity added with a sad look. “I hope you can understand, Twilight. I do love you, but… that is going to hurt any girl that wants to play with you.”

“I wouldn’t mind it,” Fluttershy said, the faint tone of seduction as everyone turned to her in surprise. “It’s still Twilight, so… she’ll try to be as gentle as possible, right? And children are wider than her penis so… she can still fit.”

“I dunno,” Pinkie cooed, a finger on her chin in thought. “Rainbow is the smallest of us. I’m pretty sure she’ll start screaming and trying to get off the moment the head pops in.”

Everyone turned to see Rainbow fuming, smoking coming from her ears. “You think I can’t take Twilight’s weird pony dick?”

“Yes, because you always clench up and squirm whenever I stick three fingers in you, I’ve never been able to fit my fist and Twilight looks like she’s just as thick, except there is no wrist, it’s all girth,” Pinkie said excitedly. “Woohoo, group sleepover minus Sunset! Remember the last time we did this?”

“Yeah, you were grumpy because Twilight snuck out to write songs for the Battle of the Bands,” Applejack smirked. Twilight raised brow only to catch Pinkie glaring daggers at her. “I don’t think you’ll be escaping this time.”

“Noppers!” Pinkie stated, hopping onto Twilight’s lap. “You ain’t leaving this room until my cooter is creamy and happy.”

“Oh! I-uh… m-me too, if you don’t mind,” Fluttershy uttered with a silly grin and a deep blush.

“Unfortunately, I must pass,” Rarity added dramatically, a hand covering her eyes elegantly. “I’d much rather not take any chances and have you ravage me with your ‘cudgel’.”

“I’m in. I gotta show Pinkie who can fit what,” Rainbow Dash challenged, puffing her chest proudly. “Heck, I bet I can fit Twilight in my ass, no problem!”

“Are you crazy?” Applejack gasped. “A weapon like that, you’ll be walking funny for the rest of your life, not to mention that you’ll be sitting on ice packs for months.”

“So?” Rainbow snapped, walking up to Applejack. ensuring that there was a inch of space between the two. “Just the fact that I can do it will make me the toughest chick around. Pinks can have whatever shoved up her pussy, only the badasses of the world can take an ass fucking from something like that.”

“Well, enjoy having to wear a diaper until your hole closes up because after Twi’s done with ya, your ass will be so gaping, you can fit a rolling pin and not feel it,” Applejack concluded, leaving the room. “Let me know when ya’ll are done, at least with me, Twilight won’t be hounded for sex all the time.”

“Twilight doesn’t get hounded for sex all the time!” Rainbow shouted, glaring at the closed door.

“Why are we yelling? I thought Maud said her pet rock was sleeping,” Twilight asked nervously, not wanting to anger the straight face woman.

“Because Rainbow and AJ have an adorable rivalry,” Pinkie giggled, sliding off of Twilight’s lap and turning to face the horse-dicked girl. “Fluttershy! Come help me with this!”

Fluttershy showed off a surprising amount of eagerness, throwing her tank top and bra off and discarding it as she sat next to Twilight’s lap, opposite to Pinkie. Her yellow tits, of which Twilight recalled being C cup, a strange metric for breast sizes to the equestrian girl.

Rainbow and Rarity watched in amazement as Pinkie and Fluttershy worked together, their hands stroking the hardening tube of purple flesh. While Fluttershy licked and suckled the sides of the thick shaft, Pinkie removed her own shirt and unhooked her bra, letting her generous D-cups bounce a bit.

Twilight swallowed her breath, her face going red when the topless girls pressed their large breasts against her dick, she could feel herself enter marshmallow heaven. A wide grin on Pinkie’s face while Fluttershy blushed while they made out with the dark purple pillar.

“I-I must be going, I’ll go keep Applejack company while you- before I start having second thoughts. A-after all, you have enough on your plate with Pinkie, Rainbow Dash and… for some reason, Fluttershy,” Rarity uttered blushing viscously. “I do hope after you are done with these three, you’ll come down for a chat and nothing else.”

“Y-yeah, of course, Rarity,” Twilight moaned, watching her dick get smothered by two sets of tits. She felt a very naked Rainbow sit behind her, pressing her budding breasts against her back while removing the light blue blouse that covered Twilight’s upper body.

“Hey Twilight, have you ever passed out from having a huge penis before?” Pinkie asked, tracing her tongue along one side of her friend’s cock.

“Y-yes… three times actually, I- Ah!” Twilight gasped, Rainbow pulled off her bra and began fondling the purple girl’s boobs, taking huge handfuls and teasing the nipples. Twilight’s body began jerking into Pinkie’s and Fluttershy’s mounds, causing them to jiggle with the moving rod.

Fluttershy’s eyes never left the purple spire sliding against her mammaries, planting kisses and suckling whatever she could get at, teasing the bulging veins on the side. Ever since her night in Equestria as a pony, she’s fantasized about feeling Twilight’s true penis inside her, granting her a fetish for animal penises. Her pictures and recalling the events while she was a pony coming back keeping her excited, almost making her try and sneak back into the land of magical ponies just for another night with Twilight, far easier and so much less embarrassing than just asking Applejack if she could have sex with her stallions.

“Hey… just a thought,” Rainbow thought aloud, her fingers twisting Twilight’s nipples a little.

“And what’s -slurp- that?” Pinkie asked, slobbering all over her side of Twilight’s shaft.

“Do we have any condoms for Twilight’s size?” Rainbow asked, kissing Twilight’s neck while playing with her boods.

Pinkie stopped. “No we don’t.”

“Would they even make any for her size? What is this thing anyways?” Rainbow questioned, wrapping a hand around the purple rod.

“Looks to be fifteen inches of hard meat, Dashie,” Pinkie answered, pressing a finger to her lips before her eyes lit up. “I’ll be right back.”

Pinkie ran out of the room, Twilight and Fluttershy stayed still while Rainbow continued to make the former alicorn moan and twitch from the teasing blue hands and lips.

Maud stepped forward and saw them, Twilight’s body froze as the grey woman examined her body with still eyes. After a moment, Maud walked away, leaving the three girls alone before Pinkie returned. “Okay, I just asked Applejack to see if she can find some condoms.”

“Doesn’t mean she can’t fuck my ass,” Rainbow chuckled, grabbing Twilight’s dick with both hands. “Get this bad boy ready, I’m soo gonna fuck this thing.”

Fluttershy frowned, shooting dirty looks at her blue friend. “You should wear a condom at the very least.”

“We didn’t when we fucked her in her world, we won’t need it now,” Rainbow chuckled, feeling Twilight tense and shudder against her bare skin. “And we don’t have any bugs for her to catch.”

“But she’s going to be using your butt, she’s going to be all… icky after you’re done,” Fluttershy pouted.

Rainbow stopped completely. “You’re right… Pinkie? ”

Twilight’s mouth closed tightly, annoyed that the pleasure had stopped. Pinkie however, groaned and went to the bathroom. “I’ll get like a bath ready for Twilight after she opened your butt up.”

Rainbow grinned widely, leaving her position to straddle Twilight, the large horse cock sliding between her blue ass cheeks. “You feelin lucky, Twi?” she cooed.

“I… dunno yet, are you sure I won’t hurt you?” Twilight asked, looking at the difference of size of Rainbow’s ass versus her dick.

“Only one way to find out, Twi,” Dash cooed, raising her ass high to meet the flared head of her purple friend.

Downstairs, Rarity was on her phone, playing bejeweled while she waited for her friends to finish ‘testing’ the pony princess’s pony penis. Maud was calmly reading a magazine.

The quiet was disrupted by a scream, quickly followed by “OH SHIT, SHIT SHIT. FLUTTERSHY, GET THE FUCKING LUBE! THERE IS A FUCKING BEER CAN OF A DICK IN MY ASS, GET THE LUBE!”

“I asked you girls to keep quiet please,” Maud muttered, her eyes never leaving her magazine.

Rarity glanced up with a blush. “Well- I… I must assume it would be difficult to keep one’s mouth shut if you were Rainbow Dash… and you were having anal sex with a penis as thick as a… can of beer.”

“WHAT THE FUCK DO YOU MEAN IT’S ONLY THE TIP? THERE’S MORE OF YOUR DICK TO GO?”

Maud glanced to the stairs. “Boulder is going to be cranky when he wakes up from all this noise,” she said.

“I apologize on behalf of my friends, we were not expecting our friend from… out of town to be wielding such a weapon under her skirt,” Rarity said with a weak grin.

“OH FUCK, I-I CAN’T FEEL MY ASS, ALL I CAN FEEL IS YOUR FUCKING COCK TEARING ME APART.”

“I’ll be a moment,” Rarity said, putting her phone away to check on her friends. She walked up the stairs to Pinkie’s room and opened it, her eyes bulging when she saw Rainbow screaming atop Twilight. the rainbow athlete barely took Twilight into her, struggling to take another inch. Fluttershy was massaging whatever part of the purple rod was outside of Rainbow’s anus while Pinkie tried to help the blue girl take Twilight. “Rainbow, do you not know how to keep your mouth shut?”

“YOU TRY FUCKING A FLAG POLE!” Rainbow snarled, biting her lower lip as she struggled to get another inch inside her. Rarity scoffed and left, annoyed by the loud mouth of a girl.

“Rainbow… please relax your ass, it’s gripping me too tightly,” Twilight uttered, gritting her teeth as her hands held Rainbow’s thighs.

“I’M NOT CLENCHING MY ASS, YOU’RE TOO BIG!” Rainbow cried, fighting to get more of her purple lover inside her.

“And who’s the dumbo that wanted to take Twi-Twi anally?” Pinkie jabbed, her hands on her hips.

“I- I'm not letting you beat me, Pinks. I’m going to get her all inside me, whether it k-kills me or not,” Rainbow grumbled, tears sliding down her cheeks as she forced another inch of Twilight’s cock into her bowels.

“Who said anything about me beating you? I said you were too tight for her and you decided to challenge me with with this stupid thing,” Pinkie scolded, karate chopping Rainbow’s forehead softly.

“I’m- oh fuck- I’m going to take her, just give me a moment to rest, it’s super hard work trying to fuck something like this with your ass,” Rainbow gasped, taking deep breathes after sinking another inch down Twilight’s maremeat. “How much of it do I got left?”

Behind Rainbow, Twilight was biting her lip, the tight ring around her cock both hurting and pleasuring her, her hands gripping the blue girls’ thighs tighter, struggling with her desire to just force the rest of her cock deep into her friend’s ass. Pinkie and Fluttershy took a look, the large pillar of flesh protruding from Twilight’s crotch and entering Rainbow’s rectum, throbbing and pulsing with need. “You got eleven inches of Twilight left.”

“Fuck my life,” Rainbow groaned, forcing herself to take another inch, letting out a whimper of discomfort.

“Where is Applejack with those condoms? Is it really that hard to find some of Twilight’s size and shape?” Pinkie uttered, looking out the open door.

Another cry of agony from Rainbow Dash, signally another inch entering her as Fluttershy turned to Pinkie. “If you don’t mind me asking, why is the door open?”

“For when Rainbow jumps off Twilight and screams bloody murder as she sits on the toilet for a few hours,” Pinkie chuckled, a big goofy grin on her face.

“Sh- shut up,” I’m going to get my ass fucked by this thing… if it’s the last thing I’m gonna do,” Rainbow grunted, resting before taking another inch inside her.

“R-Rainbow, please… don’t hurt yourself over this, I really don’t want to hurt someone during sex,” Twilight mumbled, trying futilely to adapt to Rainbow’s tight anus.

“Everyone shut up!” Rainbow shouted, she turned to Twilight with a glare. “Let go of my legs, I need to try something.”

Twilight did as she was asked, her hands now gripping the bedspread tightly. Rainbow took a deep breath and pulled her legs off their spot, forcing her down the rest of the way and impaling herself on Twilight’s dick. A voiceless scream forced its way out of Rainbow’s mouth, feeling all of Twilight inside her back passage, a slight indent in her flat stomach showing the girls were Twilight's dick was.

Twilight was in a similar predicament, her face twisting form the feeling of her dick being gripped and crushed by Rainbow’s ass.

Fluttershy and Pinkie stood back, jaws wide open in awe of Rainbow actually taking Twilight to the hilt, the poor girl shuddering and quivering above the purple girl.

“Is it okay that I start moving?” Twilight asked, one arm wrapped around Rainbow’s stomach.

“NO,” Rainbow half-shouted, half muttered. She couldn’t believe that she managed to take all fifteen inches and two and half inches thick of purple meat in her ass. “Oh fuck… you are super big.”

Fluttershy’s face burned red, somewhat jealous of Rainbow and in awe of what her blue friend had accomplished. She turned to Pinkie, who wore a surprised expression and quickly shifted towards the two, kneeling between their legs. Her fingers tracing along Twilight’s folds while her tongue began teasing Rainbow’s pussy.

Twilight jumped upon feeling Fluttershy’s fingers, thrusting into Rainbow’s ass, making the athlete gasp. “Tw- Twilight!”

“I’m sorry! Fluttershy surprised me!” Twilight whined, finding the sudden shift to be a bit more pleasurable than painful, considering she was forced to stay still while Rainbow adjusted to the intrusion.

Feeling playful, Fluttershy coated her index finger with saliva and slowly pushed it into Twilight’s pussy, electing another shriek and a hard thrust into Rainbow’s bowels. “Fluttershy! Stop making Twilight fuck me! She’s really big… and I feel really full.”

“But I’d like a turn too,” Fluttershy uttered with a pout, fingerfucking the purple girl before tracing Rainbow’s quim with her tongue. The action made the blue girl yelp in surprise, rocking along Twilight’s crotch.

Pinkie smirked and went to join the normally ‘shy’ girl, kissing Rainbow’s thighs while playing with her clit. It didn’t take long for Rainbow to rise and fall on Twilight’s lap with excruciatingly slow strokes.

“Remind me…. never do this again,” Twilight groaned, Rainbow’s ass felt like it was going to rip her penis off.

“Isn’t my- oh fuck- ass the best, though?” Rainbow whined. She squirmed atop her purple friend’s lap, struggling to overcome the stinging sensation of her stretching around the deep lilac cock.

“Maybe horse dicks don’t mix with human butts,” Pinkie giggled, sliding behind Twilight and groping her breasts while licking and kissing the Equestrian’s neck.

Fluttershy only smirked, thrusting her fingers deeper into Twilight’s pussy while her tongue lunged deeper in Rainbow’s snatch.

Twilight gripped the athlete’s thighs tighter, humping into Rainbow’s ass as she felt the hole begin to loosen, her member sliding easier through the puckered exit, the thick ring near the base bumping against the dark blue star, trying to re-enter the blue girl.

Applejack wandered in to see Fluttershy eating Rainbow out while fingering Twilight. Pinkie urging Twilight to fuck Rainbow harder, and Rainbow riding Twilight’s cock nearly to the hilt. “I’ll be, you actually did it?”

“Fuck… yeah,” Rainbow grunted, her hands tightening around Twilight’s knees.

With a chuckle, Applejack threw to the bed, beside Twilight and Pinkie. “I had to call Big Mac to get these, you have any idea how embarrassing it is to ask your brother for horse condoms?”

“Why do you have horse condoms? Just don’t let them fuck,” Pinkie said with a confused expression.

“It’s for Mating Season, when we don’t want the studs to impregnate the mares but need to get them out of heat,” Applejack answered, glaring at Pinkie.

“Alright… let me finish,” Rainbow moaned, rocking her ass on Twilight’s dick, the pain beginning to ebb away for pleasure. She could feel the thick rod throb and twitch inside her, releasing globs of pre-cum inside her large intestine.

Applejack took a seat, watching the action from a nearby chair. Fluttershy and Pinkie were definitely making the act easier for them both. All the while, Twilight had a rhythm, most of her cock entering Rainbow’s ass while her hands held the athlete’s legs above her head. Rainbow was moaning and hissing in the random fit of discomfort, her petite breasts lightly jiggling behind her outstretched arms, her nails digging into Twilight’s knees, nearly drawing blood.

Twilight couldn’t take it anymore and a deluge of pearl white liquid surged through her dick. Rainbow’s eyes widened, the purple shaft flooding her bowels with thick cum, gasping in surprise from the volume entering her.

Fluttershy backed away, watching Rainbow’s belly swell from the amount of sperm entering her ass, giving her a distended gut.

Feeling the last of her cum milked out of her, Twilight leaned back onto Pinkie, her soft breasts pressed against her back. Rainbow falling back into her. “Holy shit… that was the weirdest combo of pain and awesome I’ve ever had.”

“Glad you enjoyed it… now it’s our turn!” Pinkie stated, slipping away to let Twilight fall onto the bed. The pink girl frowned and poked Twilight’s nose. “Come on, go clean your dick so we can have sex that won’t end with your dick being stuck in Rainbow’s ass forever.”

“I-I’m cool with that arrangement though… gives me time to- to adjust to her size,” Rainbow panted. She let out a gasp of surprise when she felt the thick purple rod twitch inside her.

“We have ways of making you move,” Pinkie growled, looking down onto Rainbow’s tired body. “Right Fluttershy?”

Fluttershy didn’t say anything, she stood next to the bed, the same look in her eye as Pinkie as they grabbed Rainbow Dash.

~dood~[/hr]

After locking Rainbow in the toilet to let her ass heal from taking Twilight’s horsedick and let her ooze all of the cum ooze out of her. Pinkie and Fluttershy scrubbed Twilight’s dick clean before throwing her back into Pinkie’s room, the dark purple rod shining and hard from the teasing and cleaning that occurred earlier.

Pinkie and Fluttershy stood next to her, as naked as the day they were born. Twilight swallowed her breath, admiring the two girls. Pinkie being larger than the slender caretaker in both the ass and breast regions. Unfortunately, they both beat Twilight out, who was barely a B-cup and possessed less cushion in her rear than all six of her friends, but she supposed that being gifted with a penis made up for the lack of ass and rack. “So… who do you wanna fuck first?” Pinkie asked seductively, slapping her own ass.

Fluttershy had other ideas, she knew that Twilight would struggle to answer and decided to answer for her. She took one of the horse condoms, took it out of the packaging, and began sliding it down Twilight’s cock with both hands, placing gentle kisses along the covered head. “Hey, we have to let Twilight choose!” Pinkie scolded, kneeling down next to her yellow friend and started stroking Twilight through the latex skin.

Leagues more gentle than the earlier roughness she encountered with a certain speedster’s ass, Twilight couldn’t help but moan, her hands gripping the comforter beneath her tighter, even through the skin tight condom, Twilight could still feel her friends teasing her.

“So… who first?” Pinkie asked, her tongue running up the side of the now-yellow shaft. Fluttershy doing the same but with a hand holding the flesh the condom couldn’t cover.

“F-Fluttershy… I’m sorry Pinkie,” Twilight wheezed, hoping she didn’t hurt her friend’s feelings.

Pinkie only giggled as she stood up, sitting next to the cowgirl that recently returned to grab a drink. Fluttershy let out a squeak of joy as she pulled Twilight off the bed. “Do you… think you could… make me your mare?”

Twilight’s face went red, especially after the memory of a certain yellow pegasus and a wolf costume came to mind. “I- sure.”

Fluttershy laid her front on the bed, her butt high in the air, waiting for a stud to claim her. Something Twilight was very familiar with. One hand on a yellow cheek and the other positioning her dick for entry, brushing her shaft against the moist lips made Fluttershy whimper with need.

Keeping herself steady, Twilight slowly inched herself into her yellow lover. While much easier than Rainbow’s anus, it was still resistant, wrapping around her latex-clad member in a firm grip, causing her body to shudder in pleasure.

Fluttershy simply shook in bliss, moaning and screeching into the bedspread. Her eyes clenched shut as Twilight leaned down, their hands intertwining as the purple girl began thrusting, slowly sawing her dick in and out of Fluttershy’s pussy.

“So… snug, and hot… so much better than anal,” Twilight sighed, breathing in Fluttershy’s scent.

“I always figured you liked anal,” Pinkie said, sitting down next to them.

“I-I don’t object to it, but… seeing as my dick is a bit big for you girls, anal is out of the question,” Twilight explained, pumping her hips harder.

Pinkie quickly went down to eye level with her moaning friend, Fluttershy’s hands gripping Twilight’s hard as her rump continually shook form the constant thrusts. “How is it?”

“So full, she’s so big,” Fluttershy squealed, biting her lower lip when Twilight pushed herself deeper, her eyes sparkling. “So fucking good.”

“Wow, must be REALLY good to make Fluttershy swear,” Pinkie giggled, watching Fluttershy’s various expressions of bliss, ranging from whore-like moaning to adorable scrunched up pouts. Twilight’s remained constant, a stern look of concentration while her hands and crotch kept Fluttershy beneath her.

Applejack merely watched Twilight’s butt move back and forth, her tush jiggling as she rocked back and forth in Fluttershy’s womanhood. Her animal loving friend’s moans echoing in the room while Pinkie giggled with her. Her own body was already a bit hot from Rainbow riding Twilight earlier but this looked much better, no one was trying to figure out if they should be in pain, Fluttershy and Pinkie weren’t pouting about Rainbow stealing Twilight. It was just Twilight fucking Fluttershy from behind, clean and simple. Applejack’s core began to burn, in need of something to release the tension, one hand pulling her skirt up while the other undid the buttons of her shirt, admiring Fluttershy’s string of orgasms and Twilight’s eventual climax.

Out the corner of her eye, Twilight noticed that Pinkie saw something and went to deal with it, somewhat ignoring it as she began to move a bit faster, her medial ring threatening to enter the yellow human beneath her. She heard Applejack gasp and moan, turning to see Pinkie’s head between Applejack’s legs, the cowgirl was massaging her own tits while the other kept her pink friend pinned to her vagina. With a lazy smile, Twilight took in the sight, urging herself to move faster so she could get to the others quickly.

Beneath the princess, Fluttershy was moaning and squealing, sucking in a breath just as Twilight pulled out of her, only to feel the thick meat push back into place, forcing her to endure another orgasm. She couldn’t feel Twilight’s crotch against her rear, notifying her that there was still a good portion of the purple rod that hadn’t entered her. The idea of taking Twilight to the hilt frightened and excited her at the same time.

A quick grunt from above and Fluttershy could feel the balloon expand, pushing against her cervix as Twilight filled the condom with her spunk. Twilight’s hands tightened around her own when she felt a bit more of the horse cock get pushed into her.

Between the show of Twilight rutting Fluttershy like an animal and Pinkie servicing her pussy, Applejack suddenly feet a little curious if she could take the purple girl’s ‘normalized’ cock. Her fingers scraping Pinkie’s scalp as the party girl’s tongue dug deeper into her pussy.

It didn’t stop there however, Twilight’s hands fled from Fluttershy’s and repositioned on the yellow back, holding her down as she began to pump quickly, using her yellow friend to milk her cock of her remaining spunk. Once finished, Twilight began to pull out, letting the stuffed balloon and her ridges trace Fluttershy’s sensitive insides.

A wet pop released her cock head, the second wet pop released the bloated condom tip, much bigger than the size of her own fist. Twilight chuckled as she began to free herself from the latex prison. “Is that… really how much I can come at once? Seems a bit smaller than I’m used to,” Twilight joked tiredly, staring at the cum-filled balloon.

Fluttershy could only groan, still blinded by her own pleasure. She lazily turned to see the size of the condom in Twilight’s hands and whited out, unable to mentally take just how much exactly filled her.

Applejack gave a nervous chuckle as Twilight turned, the slightly disheveled purple know-it all with a raging boner in one hand and a used condom in the other, it almost looked comical to see such a large intimidating rod attached to such a skinny little girl. “Uhh… Pinkie’s north is a bit busy, care to take her south?”

In response, Pinkie shook her ass, enticing Twilight to mount up. A soft smile on her face, Twilight first put the condom somewhere and kneeled down to pick up another condom, struggling a bit to put it on. Once her task was complete, she went behind Pinkie and rubbed the blue-wrapped cock against Pinkie’s lower lips, slowly pushing into her.

A moan escaped the chubby pinkette, becoming a bit more eager to lap up Applejack’s pussy as her vaginal tunnel was filled with hot horse meat. Twilight’s fingers digging into her ass, similar to what Applejack is doing to her head.

Unlike Fluttershy, Twilight moved faster, quickly filling her pink friend with cock but leaving some of herself outside, not wanting to hurt her friend with the constant hammering of her dick against the sensitive door to Pinkie’s womb. She looked up to see Applejack really getting into it, her heavy C-cups peaking out from behind her shirt, the undeniable sight of muscle rippling beneath her skin.

Applejack hissed in pleasure, pushing Pinkie’s head deeper into her pussy. The baker’s hands took hold of the cowgirl’s hips as she was fucked from behind by their otherworldly guest.

For her part, Pinkie struggled to control her tongue, feeling to burrow and slide along Applejack’s inside, a majority of her senses were focused on the rough treatment her pussy experienced from Twilight’s cock battering her insides. every inch of Twilight’s girth sliding into her depths, rubbing against her sweet spot and giving her the warmth she had missed for a long time.

A time that made her wish she could just live in Equestria if she could get fucked like this daily.

Twilight’s eyes switched between Pinkie’s jiggling ass and Applejack’s glazed-over eyes, smiling to find that the orange girl was enjoying the party girls’ oral skills. Just like her pony counterpart, fucking Pinkie’s pussy was always a delight, the right amount of grip and cushiness that welcomed and challenged Twilight to keep going, preemptively milking her for the white cream that hid deep within the purple girl’s loins. Twilight’s hands massaging the round globs of ass flesh before her, kneading it with every thrust, feeling her lover quiver from every hard movement.

It took all of Twilight’s willpower to not try to hilt herself into Pinkie’s pussy, the temptation was great but the desire to not hurt her friend was greater, keeping a steady pace of entering up to the medial ring before pulling away and slamming back in quickly.

“Oh fuck Pinkie, your mouth is amazing,” Applejack mused, scratching Pinkie’s scalp as she moaned with desire, grunting in satisfaction when her body shivered in bliss.

Pinkie pulled away from Applejack, moaning and gasping from Twilight’s treatment. “You-ah- try Twilight’s dick, it feels so big and good,” she cooed, panting from the continual thrusts.

“I’m considering it, Pinks,” Applejack chuckled, pulling Pinkie back to her muff. Watching Twilight’s dick disappear behind the pink valley of jiggling butt the midst of their fucking. “Must be a joy for Twilight, feeling your cushy tush around her meat.”

Twilight bit her lip, Pinkie’s pussy tightening around her as the baker reached her orgasm. “She’s definitely- ugh- something else,” she uttered, doing all she can to move past the clenching orifice. Twilight was a mess of emotions and lust, nailing Pinkie from behind, gasping as she put all her effort into fucking her pink friend good.

It didn’t take long for Twilight to feel the familiar urge bubbling within her, her hands squeezing Pinkie’s ass tighter as her hips moved quicker. Applejack was in a similar state, both hands holding the pink head close to her crotch, feeling her second orgasm approaching.

Pinkie’s eyes widened, Applejack’s juices splashing against her tongue while the condom in her pussy began to expand with Twilight’s cum. She could feel the horse cock slowly withdraw as the latex balloon grew inside her, quivering as it was dragged out of her walls.

As she did with Fluttershy, the condom escaped Pinkie’s snatch with a wet popping sound, dangling from the still hard shaft. Twilight pulled the latex skin off her cock. “Wow, these things are pretty strong.”

“Liking the condoms, Twi?” Pinkie cooed, lying back between Applejack’s legs.

“They are interesting,” Twilight said, with a lopsided grin. “Shame, it sort of desensitizes my penis, they kind of... dulls you girls a little, it’s mostly all latex.”

“Sorry that our world doesn’t let you use magic,” Applejack chuckled, sitting up and walking over to Twilight. Her large, perky breasts bouncing with every step. “So, why don’t you lay back and let me ride ya?”

This only prompted Twilight to chuckle. “What’s with you Apples and riding me like a bronco?”

“Because you’re built like one,” Applejack smirked, pushing Twilight back onto the bed.

Twilight sat up a bit, resting on her forearms as Applejack slowly straddled her, her wet pussy grinding against the naked purple flesh.

Pinkie gathered up the two discarded condoms, but before she could dispose of them, she saw that Twilight’s dick didn’t have a condom. “Whoa there, partner. Put a glove on that!”

Applejack rolled her eyes in protest. “Yeah, yeah. Hand me one, will ya?”

A plain tan condom was tossed to them, landing on Twilight’s belly. Applejack wasted no time in slowly rubbing the latex balloon down the hard shaft, feeling it twitch and throb in her hand.

Raising her ass, Applejack aligned the latex-covered prick for her entrance. A subtle sting shook her when the head pressed against her opening, slowly opening her up to the thick organ.

Pinkie smirked as she went to collect the two discarded condoms and disposing them, watching Fluttershy inch to the back of the bed to keep Twilights arms away from Applejack by planting her pussy in the purple girlsmouth. She entered the bathroom to see Rainbow still sitting there. “How’s your bum-bum, Dashie?”

“That weird hurt that’s both good and bad,” Rainbow uttered, her ass still felt wide open as the occasional breeze was felt inside her parted orifice. “How’s the girls?”

“I can grow to like horse dick Twilight, nice and filling,” Pinkie giggled, dropping the tied balloons in the trash. “Fluttershy is kinda a mess right now and Applejack is riding her hard.”

Rainbow rolled her eyes, pouting as she sat on the toilet. “Yeah well… tomorrow I want a turn, no more anal until her dick is normal, I guess.”

Pinkie chuckled at her friend’s annoyance and returned to her bedroom, glancing up to see Applejack roughly bouncing on Twilight’s lap while Fluttershy was roughly grinding herself against the princess’ face, her hands grasping Twilight’s breasts. Much like the others, the cow pony kept herself from taking the entire shaft, leaving a sizable portion outside of her snatch at all times. “Having fun?”

Applejack lazily looked to Pinkie, weakly giggling as she rode the purple girl beneath her. “It’s pretty good… fuck is she ever big.”

Fluttershy’s lips were sucked in, shivering from Twilight’s tongue inside her pussy. The questionably timid girl’s passage still a bit sensitive form the fucking she received earlier.

Beneath Applejack, Twilight was weakly thrusting her hips forward, stuffing a bit more of her heavy dick inside her orange friend, but Applejack remained in control, guiding their movements with a firm grip on both the purple girl’s writhing body and throbbing member.

The cowgirl gave Fluttershy a seductive smile, pulling her in for a deep kiss, one hand remained on Twilight’s belly while the other held the caretaker’s head close. Fluttershy melted into the kiss, taking a hand to hold her friend’s shoulder as she pressed deeper, their tongue aggressively danced between their mouths.

With Applejack’s muscles working harder around her girth, Twilight struggled to keep herself from cumming for the third time. Similar to the farmer of her world, the human Applejack had amazing control over her womanhood, the ever present firmness and comfort with the occasional squeezes, clearly the cowgirl teasing the poor princess.

Twilight gasped and ultimately let out a drawn out moan into Fluttershy’s pussy, making her quim vibrate a bit. The condom that was placed over her member began to swell inside Applejack, growing bigger with possibly her biggest load of the night.

Applejack felt the condom grow but didn’t expect it to press itself against her cervix, sending a jolt of pleasure up her spine. She was forced to break the kiss and let out a loud moan as she came, her juices coating and leaking along the latex prison inside her.

Fluttershy watched in amazement, watching Applejack shiver from the aftershocks of her orgasm, her tongue hanging out with her eyes sparkling in bliss. Her eyes drifted down to Twilight’s face, which was still buried under Fluttershy’s crotch and slowly pulled herself off of the purple girl, beginning to feel empty as the heavy girth left her.

The dark purple rod fell back, appearing a bit smaller than before with a large tan balloon filled with cum connected to the head. Twilight continued to try and get Fluttershy off, even as she felt the latex get pulled off her softening cock.

Applejack tied the condom and looked down to what was inside her earlier. A large horse penis that was still large when soft, but another thing did catch her attention. “Where’s your sheath?” Applejack asked, noticing that Twilight’s dick isn’t retreating back her pussy or scrotum like most horses do.

Fluttershy got off of Twilight, letting the princess answer her friend. “I was never born with one. I used potions and magic to hide it so that ponies don’t glance and see me flailing around beneath my barrel,” she explained.

“Interesting,” Fluttershy cooed, leaning down and quickly taking the flared tip into her mouth, one free hand, stroking the member back to life.

Twilight flinched, her arms reaching around Fluttershy’s thighs and pulling the girl’s crotch back to her face, her tongue probing as deep as possible.

Pinkie and Applejack watched a wicked grin, crawling onto the bed while Fluttershy and Twilight performed their sixty-nine. “So Applejack, I guess Twilight is still waiting on more.”

“Guess so, wonder how much she can give. Big Mac did bring a full box to us after all,” Applejack teased, running a hand along Twilight’s hips and to her breast while Pinkie loomed closer to the purple rod, licking both the base of Twilight’s dick and pussy.

Rainbow staggered out, wincing and moaning from the irritation in her rectum. “I… ain’t done yet, Twilight!”

This will prove to be a long night for the Equestrian Princess.

~dood~[/hr]

Two days passed and Luna opened the portal, and almost immediately, Twilight falls back into her own world. “Did you have fun?” Luna asked, giggling.

“Too tired, let me… sleep,” Twilight groaned, and soon snoring on the floor, her wings draped across the room.

“I… don’t think that’s wise,” Luna added, with a worried expression, levitating Twilight into the air.

“No… I’ve been… Fluttershy, Pinkie… Rainbow,” Twilight uttered, breathing hard as the sweat on her body began to shine in the light. “Too much sex… too much.”

“Oh…” Luna said, feeling incredibly guilty. “This is rather unfortunate as… Mating Season starts in three hours.”

Twilight’s eyes went wide in fear, her body shook as she failed to struggle out of Luna’s magic. “N-No, please… sleep, need sleep.”

Author's Note

Thank you refferee for looking at this, dood.

A bit tame considering I've bit bouncing a bit between three things and Splatoon but I hope you all like this.

Also, with the impromptu voting that occured a few weeks ago, I'm going to let everyone know that it's currently... a tie between And Then There Was Maude and Twilight vs. Twilight with seven votes each and Family Planning close with five votes, dood. So, meh... decided what you want while I do a few weird things... such as a series of one-shots where the girls of RWBY corrupt the innocent dickgirl, Ruby Rose, play Splatoon while not thinking about Rule34, especially with the Octoling outfit, and start up the Honesty chapter, dood.

Also... holy shit I'm close to 1k likes on this stupid thing, thank you all soo much, dood!

And as a reminder to everyone asking 'When's House Sparkle?', it'll either be after Twilight fucks Princess Celestia (real Twilight not Juliet) or after my version of Twilight does Equestria Girls, the movie, dood.

EDIT: Due to the latest chapter I wrote. I had to add Sci-Twi to the line where Applejakc tells Twilight where everyone is, dood.