Tentacle-Creatures and You

by Clip-Clop

Rating: mature
Tags: Sex, Twilight Sparkle, Anthro, My Little Pony: Friendship is Magic, Alternate Universe
Length: 21707

Some mares just can't get enough sometimes.

Twilight Sparkle. Princess of Friendship. Personal Student of Princess Celestia. Magic savant. National hero.

And total slut.

As with most Canterlot-born unicorns, Twilight has always seen sex as something base, vile, and only necessary for reproduction. Unfortunately for her, she has a libido to rival any porn star, and now she has a body to match. Even more unfortunately, the small town of Ponyville does not have the resources for heat-suppression medications, nor the population necessary for a secret identity during a one-night stand. Now, with her heat coming in and no stallion capable of helping her, she only has one choice: to call upon something from another plane.

Warnings: tentacles, cum inflation, tentacles, multiple penetrations, and did I mention tentacles?

Published 2014-12-03 17:30:04 UTC
Last updated 2015-03-06 02:32:02 UTC

In Which Twilight's Friends are Filled

Twilight sighed as she flew through a cloud, following Rainbow Dash's lead on their latest session of flight training. She could feel the slight dampness of the cloud's moisture on her fur and feathers, and then she was back in the open sky, following her friend's toned ass. This particular session was to practice using Rainbow's wake to keep herself in the air longer without flapping her wings. It probably would have been useful, were she a pegasus, but her alicorn body had noticeably larger dimensions than Rainbow's. Even with tight-fitting workout clothes, Twilight could feel the air resistance on her breasts, and the exact point on her wings, just past the main joint, where her friend's wake ended.

"Rainbow!"

Dash turned in midair, flapping her wings more slowly as she lay on her back to get closer to Twilight. Twilight, for her part, had no idea how Rainbow managed to do this particular trick, but she had no intention of trying to figure it out. She had learned her lesson the hard way with Pinkie Pie.

"Can we land? My wings are getting tired."

Rainbow rolled her eyes and nodded. Both mares tilted, and Rainbow flipped over as they aimed for a nearby hill. They had ended up slightly farther outside of Ponyville than originally intended, but they were still close enough not to worry. Twilight sat down on a nearby rock, while Rainbow took the chance to do some stretches. Twilight stared at the prismatic pegasus, enjoying the free show as she did a few of her own stretches. Rainbow bent over, touching her hooves, and her tail twitched as a soft breeze blew past.. Sure, Rainbow had the smallest assets of their little group from years of heavy physical activity, but her incessant need to do better had given her a lithe, powerful form, and while the main effect of that was her sculpted flanks, her bust still couldn't be considered small. Twilight stretched her wings to their full span as Rainbow arched backward, unintentionally showing off the true size of her chest as several small pops emanated from her spine, and felt a familiar burn in her loins. It had been close to a month since she summoned Long Shot, and while her mind had been clear and more accurate than ever, she could feel old habits and insecurities returning.

In the days immediately following Long Shot's amazing display of sexual pleasure, Twilight had found herself doubting her work significantly less, and had spent considerably less time redoing mistakes, both in her research and experiments, and in her duties as Princess. She had quickly come to the conclusion that finally satisfying her carnal desires had relieved her of a significant level of stress she hadn't even realized she had. Now that those desires had begun to return, however, she could tell that the stress was coming back, and that it was affecting her work. She stared at Rainbow's ass some more as the pegasus bent over again, mentally going over her schedule to find time to summon Long Shot again. The rest of her current day was filled, due to more law proposals and Pinkie throwing a birthday party for one of the mares known collectively as the Flower Trio(she couldn't remember which one). She hummed as her brain automatically went over the following few days, and then she remembered something as Rainbow sat down to stretch further, blocking the view of anything really interesting.

We have a sleepover planned in a few days. I wonder how the girls would feel about getting their own itches scratched....

She got back up and stretched her legs out, reaching her arms up to loosen her entire body for the flight back. As she relaxed, she caught a flash of Rainbow looking back at her in what the pegasus must have believed to be a surreptitious manner. Twilight smiled to herself and pretended not to notice, storing the information away for later. She let her arms fall back down, and rolled her neck to get a crick out. Rainbow stood back up, smiling in her usual smug fashion as she fluttered her wings, obviously ready to get back in the sky.

"You ready to go now, Princess? I'm barely exerting myself, here. I'm gonna need some serious exercise after this, just to not feel weird later. I wanna get back and move fast as soon as possible."

Twilight giggled and nodded.

"Alright, alright, Rainbow, I get it, I'm slow. I have only had these wings for a little while, though, you know. You can't reasonably expect me to have even a hope of keeping up with you right now."

Rainbow chuckled back.

"Yeah, but I can expect it of you unreasonably, though, can't I?" With that, she took off straight up, leaving Twilight behind to catch up. The purple princess rolled her eyes, then began flapping her wings to follow her speedy friend. As she flew back over the city, she returned the waves of several pegasi she passed, following the rainbow streak that marked her friend's path. Finally, the streak turned down, and Twilight relaxed her posture, gliding the remaining distance to the gym's entrance where they started, Twilight focused on the distance between herself and the ground, determined to get the landing right. She quickly calculated her distance, velocity, and stopping power, and pulled up at precisely the right time, flaring her wings and coming to a complete stop inches from the ground. Her hooves clicked lightly on the ground as she landed in front of Rainbow Dash, and she folded her wings as she stood up straight again. Rainbow had her eyebrows raised in a rarely-seen impressed expression.

"Wow," she said, "I don't think I've ever seen a landing that clean before. Of course, I've never seen myself land, either, but seriously, that was pretty awesome. Especially considering your usual attempts."

Twilight gave her an unamused expression.

"And how many times have you crashed into somepony's house, again? Including my library?"

Rainbow looked away and scratched her neck.

"Ehhh.... Let's not worry about the details. Nice landing."

They both entered the building, and went straight to the locker room to retrieve their regular clothes. Twilight, however, noticed how wet her fur was with sweat. It reminded her vaguely of being soaked with jizz, but the protein-heavy cream had been a far more enjoyable sensation on her coat than the slick, grimy feeling of sweat plastering her fur down in random clumps. She glanced over to a doorway in one wall, which led to a public shower area. She bit her lip as old beliefs came bubbling to the surface.

I can't shower in public! Everypony will be able to see me, and they'll probably think of me like that every time they see me!

Who cares? You said you were tired of holding back, so let go! This is your chance to start really breaking those old chains!

But what will they all think? I'm a Princess, now, I can't just go around showing myself off to whomever I want. And what would Celestia think?!

Celestia would think that it's about time you started coming out of your shell. And you aren't showing off, you're just showering, same as at home, but out in public. If one of the mares here happens to want a peek, then you are serving your subjects by giving it to them. Simple as that.

But-

IF YOU WANT TO TALK ABOUT BUTTS, YOU GET IN THAT SHOWER FIRST!

As Twilight's newly-aqcuired confidence made its point, and her self-doubt shut up, Twilight took a a deep breath and grabbed the second towel she had brought from her bag. She put the rest of her things back in the locker, and locked it before walking towards the showers. Rainbow's ears perked towards her, and her friend cocked her head in confusion and curiosity.

"Where are you going?"

"To the showers," Twilight replied more smoothly than she thought she would. Rainbow held back a snort, and her cheeks bulged with barely-contained mirth. Twilight cocked an eyebrow at her. "What?"

Rainbow took several deep breaths, not wanting to get thrown out of the gym again for 'disturbing other patrons'.

"Twilight, I know you've been a lot more on your game lately, and your confidence has gone through the roof, but come on. You never use public facilities. You won't even go to the bathroom outside of a private residence! You only managed to not go bonkers at the spa because nopony else was there, and we both know it." She grinned smugly at her purple companion, showing off a few teeth as she did. "I'll bet you won't even get past the door."

Twilight's lip curled as she heard the word 'bet', and her ears perked.

"Oh really? And what would you be willing to bet?"

Rainbow's expression fell for a moment, not expecting Twilight to gamble with her on this, but her grin came back in full force as her amusement returned.

"Okay, Princess. I'll bet that you freak out and run back out of the showers before you're done rinsing yourself. If I win, I get to reorganize the library for a week..."

Twilight's face changed to one of utter horror.

"... and if you win, I'll wear lingerie and a nightgown to the sleepover instead of my usual lounge outfit."

Twilight's changed to one of amusement.

"Alright, Rainbow, but I have one thing to add."

"And what might that be?"

"If I win, you also have to ask out a pony you like, while wearing that outfit." Now it was Twilight's turn to grin smugly as Rainbow narrowed her eyes in consideration.

That's a high price to pay, if she wins.... But really, what are the odds? She's way too uptight to really go through with this. And watching her squirm after I rearrange the library will be hilarious. Not to mention sexy, with the way she wiggles when she knows something isn't how it should be.

Her confidence of victory reassured, Rainbow grinned again.

"Alright, Twilight, I agree to your terms."

They shook hands, and Twilight spun around, marching purposefully toward the showers. As soon as she crossed the threshold, she tossed her towel over one arm, and began moving to an unused shower head as she pulled her top off. Her breasts spilled out as she pulled it over her head, and hung it on a nearby hook, along with her towel. She then slipped off her training shorts, revealing her ass to all. She closed her eyes once the shorts were also on the hook, and took a deep breath as her Self-Doubt came back, and brought Paranoia along with it.

Do you see what you're doing right now?! Every mare in this room can see you! They can see all of you!

Yeah, and most of them probably hate you, too! 'Well why does she get to be a Princess, and I don't?' 'What makes her so special?' 'I'd like to slap that smug bitch.'

Twilight turned on the water as her throat went dry, and the first cold blast hit her as Confidence returned, driving the souped-up steamroller that Meticulousness owned. Fire spewed from the elongated exhaust pipes as the machine bore down on the two nay-sayers.

OUT OF THE WAY, FUCKERS! WE HAVE A BET TO WIN!

Yeah! There is no way I will allow Rainbow Dash to mess with even one shelf of that library!

Self-Doubt and Paranoia ran screaming back into the corners of her mind, desperately trying to avoid the steamroller, and Twilight took a deep breath to calm her nerves. She then grabbed the bar of cheap soap the gym provided for each head, and began lathering herself with it. As she went over her breasts with it, she suddenly remembered the feeling of Long Shot's tentacle between them, sliding up and down as she sucked on it. Her wings flared slightly, and she shook her head as she finished putting soap on herself. She then scrubbed herself down, taking care not to pleasure herself here, and she took another breath to calm herself as she bent over to get her legs.

Rainbow, meanwhile, was staring slack-jawed at her friend cleaning herself. Twilight hadn't been made aware of it yet, but bending over with her wings half-flared was one of the most blatant displays of 'come fuck me' that existed in the pegasus body language, and said ass was currently directly facing Rainbow.

Oh, wow. It's times like this I wish I had a camera on me.

Twilight straightened back up, though, and Rainbow suddenly realized she was almost done. Utter horror began to creep over the pegasus as she suddenly understood the full ramifications of her bet.

I'm going to have to wear some girly thing to our sleepover, everypony is going to see me on the way there, and then I'm going to have to ask Twilight out! Sure, there are some pretty hunky stallions around, but Twilight is the only pony I've ever really been romantically interested in! Oh this is going to go so bad, so fast! I have to do something! Quick!

As she came to this conclusion, however, Rainbow found that she was too late. Twilight was already finished. The purple alicorn turned off the water, then used a spell to remove the water from her pelt before wrapping the towel around her body to cover herself. As she walked past Rainbow, who was too stunned to move, she put a hand on her statuesque friend's shoulder and grinned.

"Looks like you have some clothes to pick out, huh, Rainbow?"

She then walked back to her locker, put on the pair of jeans and v-neck t-shirt that she had brought with her, and headed back home. Rainbow, meanwhile, stared at her hands in abject terror for several seconds after Twilight's departure, then zoomed out of the gym at full speed, grabbing her things on the way. She sped back to her cloud house and ransacked her closet, desperately searching for the clothes she needed. When it turned out there were none to be found, she whined miserably.

If I don't have any already... then I have to go to Rarity's! Somepony kill me now.

The next day, Twilight woke up slowly. The party the night before had been even more energetic than usual, and her bolstered confidence had gotten her to mingle with more ponies than usual, under the guise of 'getting to know her subjects.' The experience had been enjoyable, but it had also exhausted her. She slowly lifted her head, and forced her eyes to focus on the clock on her nightstand.

Ugh.... Nine thirty? Oh, great. I have half an hour before starting court.

She flopped her head back into her pillow and groaned. She spread her wings wide and flapped them a few times, trying to get her blood flowing and wake up faster. A huge yawn built up in her chest, and she let out a series of small squeaks as it escaped her mouth. Her entire body tensed as her tongue lolled out of her mouth slightly, until the yawn passed and she relaxed. She then rolled out of bed, disentangling herself from the sheets as she did, and used her magic to pull her Princess robes from the closet.

The robes had been a gift from Celestia and Luna, made of purple fabric that matched her fur, with a darker shade on the trim to match her mane and tail. The clasps were made of silver, and fashioned to resemble her cutie mark. She undid her nightgown, allowing the transluscent pink cloth to fall off her, and set it back on the bed as she grabbed a bra and panties from her dresser with her magic, as well. She put her underwear on, taking a moment to enjoy her breasts being squeezed by the bra, and then slipped the robes over her head and adjusted the clasps to sit comfortably on her shoulders. Lastly, she grabbed the replica of her old crown, and set it on her head, just in front of her horn, and hooked the ends of it on her ears so it wouldn't fall off. She checked herself in the mirror once her wings were through their respective slits in the robe and settled, and made a few final adjustments. As a final measure, she cast a spell to clean herself, then another to dispel any lingering scents from the party the night before. Satisfied she was presentable, she made her way out to the throne room to begin her day.

Twilight entered her new kitchen, stomach growling with a demand for food, and looked around. She yanked the cabinets open simultaneously with magic, and began pulling things out one by one to see what was available. Normally, Spike would have already been kind enough to have something ready for her, but Shining Armor had requested the dragon's presence in the Crystal Empire to help thaw out something that was found in an excavation. Fortunately, the day's proceedings thus far had been very reasonable, with a small land dispute involving a well near Dodge City being the most difficult hearing so far. Even that, though, had been resolved fairly quickly.

Either way, however, she had woken up too late to have breakfast, and now she was extremely hungry. As various foodstuffs flew through the air, she picked out ingredients for a multi-flower sandwich, hay fries, and a smoothie. The ingredients were all directed towards their respective preparatory machines, and Twilight sat down at the table while the machines worked. She drummed her fingers on the table, wondering about how much Rainbow Dash was actually interested in her.

She's probably just jealous because of how much I grew. I was about the same size as her, before, so maybe she just wants a bigger cup size, too. Although... Dash does already have an amazing ass. I should know, considering how often I'm following her. I don't think I'd mind if she was interested....

As she was debating with herself whether or not she was interested in Rainbow Dash that way, the toast for her sandwich finished. She used her magic to finish making the sandwich, and floated it over along with her smoothie. She checked the oven timer to see how long the hay fries would take, and started slowly eating her sandwich so she would be done just after pulling the fries out. As she chewed, she felt a tingle of magic in her mind, and heard a voice.

Um, hello? Princess Twilight?

She nearly bounced out of her seat in excitement as Long Shot's voice echoed in her head. She reached out with her magic to the picture, and continued eating as she talked to him.

Hi, Long Shot! I was planning on contacting you later today. How are you?

I'm alright. I was wondering about something, though.

What's that?

A couple friends of mine wanted to come with me next time you summoned me. Is that alright?

Sure. I was actually planning on bringing you here in a couple days, so you could meet my friends, as well. Would that be alright?

Absolutely! I'll tell the others!

Alright, then. I'll see you later.

Twilight smiled to herself as the connection was cut, and chewed a little faster as her imagination began to take hold of her mind. The idea of having her friends meet Long Shot had been exciting enough already, watching as he pleasured each, and then allowing him to spitroast all of them until he drenched and filled their bodies. But now that he was bringing friends, it was even more interesting. She wondered what they would look like. It was certainly possible that they would be growtimps as well, but there were plenty of other species that he might be bringing. She wiggled excitedly as she finished her sandwich and the oven timer went off, and pulled the hay fries out with her magic. She cooled them slightly with a low-power wind spell, then began munching on the delicious, salty snacks. As she did, she fantasized about having Long Shot fuck her again. She wanted her mouth filled with cum again, and she was already fairly certain Rainbow Dash was interested in her. The fantasy shifted to Rainbow being behind her, groping Twilight's breasts while getting fucked in her ass as Twilight took a tentacle in her pussy and sucked another in her mouth. The memory of the tentacle pulsing in her mouth came back, and she sucked lewdly on a hay fry as she imagined the tentacle pulling out, and covering both their faces with semen as their lower bodies were filled. She forced herself to return to reality as she realized she needed to get back to court, and recast her spell to remove the scent of her arousal as she scarfed down the last few fries. There was, unfortunately, still a lot to do before court ended for the day.

As Twilight got up on the day of the sleepover, she could already feel her arousal dampening her legs and sheets. She had dreamed of the coming day's events, unable to stem her excitement and banish the sensual ideas from her mind before bed. She quickly took off her nightgown, and pulled the sheets off the bed, sending them down to the laundry room to be cleaned later. Once those were taken care of, she moved to the bathroom and stepped into the shower. She turned the water on, setting the handles to the perfect positions before moving under the stream. The warm water soaked through her coat quickly, and she was again reminded of being covered in jizz as she turned around to wet her wings. As the water continued streaming down her body, she thought about her plans for the evening.

Obviously, it would be a few hours before her friends came over, but she would need to summon Long Shot and his friends earlier, so she could learn about them and decide how to introduce them. As she lathered herself with soap, she thought about Rainbow Dash again. She hummed for a few seconds, then decided that if Rainbow asked her out for their previous bet, she would use it as an excuse to bring Long Shot and his friends in. Otherwise, she would just have to shift the conversation slowly over to boys and sex in order to get her friends comfortable with the idea. Really, she wasn't worried. There was a small enough population of stallions in Ponyville that almost every mare had trouble finding someone they really wanted, her own circle included. She scrubbed herself down as she ran through her fellow Element bearers.

The only one she was really concerned about was Fluttershy. The poor mare would be liable to faint at the mere mention of a penis, let alone being gangbanged by tentacles. Rainbow might be a little unsure at first, but would need a minimal amount of prodding to agree. Pinkie would probably jump right in(literally), as she did with everything else, and Applejack probably wouldn't mind hanging her hat up for a while. Even Rarity was unlikely to refuse, even with Spike's interest in her. In fact, this evening might be just what was needed for her to start thinking of Spike in a more... intimate manner. Feeling a little physical attention could be just the push required to get her to start really thinking about a serious relationship. She rinsed her fur out, making sure all the soap was off her before grabbing the shampoo and starting on her mane and tail.

She decided that her plans for the evening weren't a big mistake, and started planning for the events leading up to and following the main group activities. She would need to make sure there were plenty of fluids to be had, since it was likely that one or more of her guests for the night would need drinks. She would also have to put out the pillows and blankets in the main common room, since she was fairly certain that no ponies would be conscious for very long afterward. Really, she was just glad that the new palace even had a common room she could use for just her friends. Her time in Canterlot Palace had given her worrisome thoughts about her new palace when it first appeared, but those fears had long since been allayed. She let the water run through her mane and tail, taking the suds and dirt with it as it spiraled down the drain.

She turned off the water, and stepped out into the relatively roomy bathroom. It was easily twice the size of her old bathroom, with plenty of room to stretch her wings and shake them dry. She had quickly discovered, after acquiring them, that her wings secreted an oil similar to that of other pegasi, making the feathers water-resistant and easy to dry. It didn't work as well against cum, but she didn't mind. She grabbed a towel off the rack, and began drying off. Most unicorns simply used spells to clean themselves or dry off most of the time, but she enjoyed the water in her fur, and drying off with a soft, fluffy towel. Once she was satisfied she was dry, she grabbed her favorite brush and began pulling through her mane, straightening out the curls and knots caused from rubbing the towel over herself. She then went through her tail, swishing it to make sure it was fully untangled, and finally ran the brush through her pelt. The fine hairs of the brush easily moved through her fur, tickling the skin underneath as she made sure every inch of her coat was smoothed and straightened. She gave herself another once-over in the mirror, then walked back to her room to get dressed. Since there had been a need for more guards in the north to make sure the excavation didn't go bad, there still weren't any in the castle, allowing her to move around the palace however she pleased, for the most part.

She looked through her clothes, debating what she should wear. Eventually, she decided to go simple with a pair of sweatpants and her lowest-cut v-neck shirt. The pants were light enough that she wasn't worried about being too hot, and she wanted her freedom of movement until tonight. She would change into something more appropriate for the evening's activities later. She then began setting up for the night. Extra pillows and blankets were brought out from their storage closet, food was prepared, then put in the fridge to keep it good, breakfast and lunch were made and consumed, and the chairs and table in the common room were pushed off to one side to make space for the vehement motions of copulation. She then went through the entire room, and cast anti-absorption spells on every surface. She had needed to look up the spell first, but it would ensure that her floor wasn't permanently stained tonight.

With only a couple hours left until her friends arrived, Twilight went back to her room to change. This time, she decided on a pair of white panties and matching bra, covered with a pink nightgown. She looked at herself in the mirror again, slightly opening her wings to check her back, as well. Satisfied with her appearance, she reached out with her magic to the photograph.

Long Shot, can you hear me?

Oh! Yes! Is it time?

Yup. Are your friends there?

Yeah! We weren't sure when you would need us, so we decided to get together in the morning and just wait.

Well, thank you! Now, have your friends grab the photo as well, and I can bring you all here.

Ok. Ready!

Twilight channeled her magic, and focused on the photo. She could feel them holding it, and began sending magic through the connection. Finally, she called them to her with a surge of magic, and after a bright flash, Long Shot and three others were standing in front of her, all holding the picture of her covered in cum. Before Twilight could really take in their appearances, though, Long Shot spoke up.

"Twilight! It's good to see you, especially after such a long interim." He glanced up and down her body, and Twilight could tell just how glad he was to be back as the mass of flesh on his back pulsed powerfully and a few tentacle ends grew off, showing a preview of what was to come. "You got some really good clothes, too. Anyway, I should probably introduce my friends, first. First, this is Barry. He's an altaclor."

The first being to Long Shot's left, a large, crocodilian creature, nodded in greeting. His head was as big as the rest of his body, and he spoke with a slight lisp, caused by his enormous maw's lack of complex lip control. His skin was bright green, striped lengthwise with darker shades, which matched his swamp-green eyes. Twilight could see things moving around inside his mouth.

"Iss an honor, Pincess. I hope I don' disappoint."

Twilight smiled at him.

"I'm sure you won't."

"Next, this is Jerry, a goruck."

Jerry waved with one of his four arms. He looked somewhat like a monkey, with a flat face, silver fur, and expressive brown eyes. He had three long, naked tails, which Twilight quickly realized were actually tentacles, similar to Long Shot's. They whipped excitedly through the air behind him and he smiled gleefully as he spoke.

"I can't tell you how exciting this is, Princess. Is it alright if I call you that? I know not everyone likes titles, but some folks do, and I really don't want to offend, I mean, this is my first time even going out of my region, let alone the plane, and really, it's quite interesting, but I haven't got a clue what's acceptable and what isn't, and I just really don't want to get sent back, because this is a really nice place, and you're really hot, and oh, crap I just said that out loud, and now I can't stop talking because I'm freaking out, and oh, this is just like foreplay class all over again, and-" He stopped as Twilight put a hand up and giggled.

"It's alright. Just relax, and I'm sure no one will mind."

"You see, Jerry? It's just like I keep telling you; relax and enjoy it, and you'll do fine."

Twilight turned to the speaker, the last of the group, and a slight wave of confusion went through her as she found herself looking at a changeling, minus the fangs and holes. His wings were also larger, and shone silver, rather than green. His frills also had a silver sheen to them, and his chitin was clean enough to reflect the rest of the room. She glanced back at Long Shot, who gestured to the changeling to introduce himself, which he did.

"Greetings, Princess of Magic Twilight Sparkle of Equestria. I am Changeling Prince Reginald Sillen IV of Carnus. I have heard of the activities of the traitor Chrysalis on this plane, so I'll be happy to answer any questions regarding her that you might have. Also, I don't mind simply being called 'Reginald,' if that suits you. Would it be alright if I referred to you as 'Twilight' this evening?"

Twilight's smile grew as she came to the conclusion that Reginald would be Rarity's partner for the evening. It was just too obvious.

"That would be fine. Concerning Chrysalis, though, how is she a traitor?"

Reginald waved his hand almost dismissively, an expression of disgust on his face.

"Several years ago, she and her hive attempted a coup de'tat. They were beaten, then banished. Unfortunately, this was the only plane where the king believed they could be rehabilitated to any degree. Apparently not, however. And to think, she used to be one of the most desirable beings of the realm.... A shame, is what it is." Reginald trailed off, shaking his head, as Long Shot spoke again.

"So, when are your friends coming? We're all raring to go, we just need permission."

"It'll be a little while, yet. I just wanted to go over my plans to introduce you to them, first."

An hour and a half later, Twilight had everything set up for the sleepover, and Long Shot and his friends were waiting upstairs for Twilight to call them. There was a knock on the door, and Twilight opened it to find Pinkie Pie bouncing in place outside, wearing silk pajamas and holding a sleeping bag and two pillows.

"Hi Twi! You ready for a super-de-duper sleepover?" The energetic mare bounced inside as Twilight stepped out of the way, enjoying the sight of Pinkie's bouncing breasts.

"Oh, I'm ready, Pinkie. Don't worry."

"Well that's good, because my Pinkie Sense told me that I'm going to meet new friends tonight, and this sleepover is going to be extra fun!" Pinkie tossed her sleeping bag over the pillows already covering part of the floor, then jumped onto it, using her own pillows as extra cushioning for the landing. Twilight closed the door, brought out the snacks and drinks for the evening, and listened with partial attention as Pinkie rambled about how excited she was to make new friends.

A couple minutes later, there was another knock, and Twilight opened it to find Applejack, Rarity, and Fluttershy all standing outside. They all had on more casual clothes than usual, which they would undoubtedly shed in favor of their normal sleepwear later. She greeted them as they came in, and the three of them unrolled their sleeping bags and sat down as Pinkie began talking their ears off about her Pinkie Sense and meeting new friends. After a few seconds, Applejack looked around and spoke up.

"Hey, where's Rainbow? She sleep in again?" Rarity sniggered behind her hand, and the others looked to her for an explanation. Twilight, however, smiled knowingly as Rarity's laughter faded. "What's so funny, Rares?"

"Well..." Rarity smiled with fake innocence, "let's just say, I happen to know she's having something of a wardrobe malfunction tonight. Apparently, she lost a bet. I'm sure you'll all appreciate my efforts for the outcome of this particular wager, though. We just need to wait for her to show up."

Applejack, Fluttershy, and Pinkie all looked at each other curiously as Twilight knelt down near them.

"By the way, girls, have some snacks. I have some fun plans for tonight, and I don't want anyone getting hungry or thirsty and have to sit out."

The others all gave her questioning glances, but she said nothing and they helped themselves to some food and drink. A couple minutes went by, filled with casual conversation about recent events while they all stripped down to their sleepwear, until an abrupt and insistent knocking came from the front door. Twilight gestured for the others to wait(she had locked the door after closing it last time), and called so the pony on the other side could hear.

"Who is it?"

"You know darn well who it is! Now open the door, will ya? It's getting cold, and I've already gotten a few stares." Twilight and Rarity giggled as the other three mares had mixed reactions. Twilight lit her horn, and opened the door with her magic. As soon as it cracked open, Rainbow slipped inside, slammed the door closed again, and leaned against it with her shoulder. The others all stared as she stepped away and caught her breath. She was, as promised, wearing lingerie, which was a slightly darker blue than her fur, accenting the curve of her breasts and the flex of her ass as she moved. Over the underwear, she had on a transluscent nightgown that shimmered with the colors of the rainbow, matching or contrasting her mane and tail depending on the angle of the light. The effect was powerful, and complimented the already-attractive pegasus' features well. The rest of the group stared as she relaxed and turned around, and she jolted in surprise as she noticed the looks on their faces.

"What," she asked as a blush began painting her face red, "is there something on my face?"

No, Twilight thought to herself, but there will be by the end of the night.

"Sorry, Dash," Applejack said as she shook her head clear from the shock, "we just weren't expectin' somethin' so... well, sexy, to be honest."

Rainbow blushed, and covered her front with her wings.

"The only reason I even thought about wearing this was because of the bet. So can we please just move on?"

"Alright, alright," Twilight clapped her hands to get the group's attention, "we're all very impressed by Rarity's work. So, anypony have any suggestions for what game to play first?"

Pinkie immediately raised her hand and bounced in place on her knees, making her breasts jiggle wildly.

"Ooh! Me! Me! Pick me!"

"Okay, Pinkie, what's your suggestion?"

"I think we should plaaaayyy..." Pinkie reached behind her back, and then pulled out an empty glass bottle with no label or markings on it, "TRUTH OR DARE!!"

Twilight looked at her curiously for a moment, opened her mouth to ask where Pinkie had been keeping the bottle up to that point, then thought better of it. She had learned her lesson the last time she tried to make sense of Pinkie. She looked at the rest of the group to see if anyone would object. When none did, she nodded.

"Alright, then. Looks like it's Truth or Dare first."

The group quickly cleared out a circle in the pillows, and Pinkie set the bottle in the middle before spinning it fast enough to simply become a blur on the wood. After almost a minute, the bottle finally came to a stop, pointing straight at Applejack.

"Okay, AJ! Truth or Dare?"

Applejack thought about it for a moment.

"Truth."

"Alright," Pinkie rubbed her palms together, "how many stallions have you slept with at once?"

Applejack blushed.

"Ain't that startin' off a little strong there, Pinkie?"

The pink mare giggled.

"Sorry. I'm just starting to go into heat, so I'm having trouble focusing on anything else. But I already asked, so you have to answer!"

"Fine, fine. The answer is... three."

The rest of the group gasped in surprise as Applejack folded her arms and closed her eyes. A deep blush painted her face as Rainbow's excitement won out over her own embarrassment.

"Who was it? Huh? Huh? Come on, AJ."

The farm mare shook her head stoically.

"Nuh-uh. I answered the question, now it's my turn."

She grabbed the bottle, and gave it a sharp flick with her wrist to send it spinning. The mares watched it slow down, and finally stop on Twilight. She smiled to herself, and looked at Applejack expectantly.

"Alrigh, Twilight, Truth or Dare?"

"Dare."

The others looked at her with renewed interest. Twilight hardly ever chose Dare, and Applejack's rapidly-widening wicked grin promised a good show, after how confident the newly-crowned princess had sounded.

"Alrighty, then. And since Pinkie's already set the bar, I guess I have to go further, don't I?..." Applejack paused and put a hand to her chin as she thought. She knew she needed to make it a good one, as the possibility of Twilight choosing Dare again was next to nothing for some time to come. Suddenly, she had an idea. A wonderful idea. An awful idea. A wonderful, awful idea. At previous sleepovers, she might not have done it, but Twilight's recent confidence had led to her being much less uptight about a lot of things. Applejack's wonderful, awful idea would have been unthinkable at one point not long ago, but tonight, she was absolutely certain everything would be fine. She could feel it in her hooves, and everypony knew that an earth pony's hooves are extremely sensitive.

"Twilight, I dare you to show us your favorite way to reach orgasm."

Twilight froze, her old habits waging bloody warfare against her new confidence and the careful plans she had made for the evening. Meanwhile, outside the brutal battlefield her mind had become, every eye and ear flicked between Twilight and Applejack, the four remaining friends unsure of what would happen next. Applejack, for her part, was confident of her dare. As the seconds passed, though, she started to worry she may have gone too far. Back inside Twilight's mind, Planning picked up Self-Doubt by the neck and one leg, and threw it off into the dark corner from whence it came. With that completed, Planning activated the Manual Control Console, and resumed the program that had been made previously to be carried out for the night. Just as Applejack was getting ready to apologize, Twilight's face turned sultry and seductive, further throwing the farm pony's judgement of the situation off-balance. Twilight whistled once, a short sound that slurred upward in the most well-known sound of calling that existed. Her gaze remained locked on Applejack, sending a strange chill of unknown emotions down her spine as the princess spoke.

"Okay."

The rest of the gathered friends suddenly felt similar feelings go through them, confusing them just as much while the sound of feet came from the stairs. Normally, the voice Twilight was using would have been considered sexy and seductive. Coming from Twilight, though, it sounded almost sinister. Everyone turned, however, when the footsteps reached the bottom of the stairs. When they saw the extra-dimensional beings standing there, several things happened at once. First, Fluttershy dove behind the couch, shivering in fear, then Rarity grabbed several items from around the room, preparing to throw them, Rainbow and Applejack readied themselves for a fight, and finally, Pinkie jumped forward to the newcomers, bending at the waist to look closely at the slightly shorter guests and semi-intentionally showing off her cleavage.

"Wow! You guys look really neat! Are you from another country? Or are you aliens? Or-GASP!- DID TWILIGHT MAKE YOU IN HER LAB?!"

Pinkie's face was pressed up against Long Shot's in excitement as he shook his head.

"No, Twilight didn't make us. She summoned us. We're from the plane of Lust."

Pinkie fell back onto her butt as realization came over her and the other ponies in the room. Each of them looked over at Twilight, who was still sitting seductively where she was, with a look of desire etched on her face.

"Long Shot, could you come over here? Applejack has dared me to show my favorite way of reaching orgasm."

Long Shot began moving across the room as the ponies returned to their seats. Applejack looked between the newcomers and nervously scratched her neck. When she had made the dare, she had expected Twilight to simply show them a dildo, or something similar. This was not what she had intended.

"Uh... Twilight? I know what I said, but uh... I meant for you to just show us your favorite toy, or somethin'. I didn't realize you had a, uh..."

"Live demonstration?" Twilight grinned as she finished her friend's question.

"Uh, yeah," Applejack nodded, "I think we all get it, though. No need to really get involved, here."

"But you haven't even seen what he can do! Well, alright, since you obviously weren't ready for this, I won't push the issue." Twilight relaxed as Long Shot sat next to her, then continued in a teasing sing-song voice. "You might want to be more careful about your dares moving forward, though. Unless anypony is actually uncomfortable with adding a few players?" She asked the question honestly, not wanting any of her friends to feel like they were being forced into the situation. No complaints were voiced, though, and the newcomers joined the circle, sitting between the ponies. "I believe it's my turn, right?" She gave the bottle a flick, making it spin crazily, and it slowly decelerated until it was pointing at Fluttershy.

The poor pegasus looked wide-eyed at the bottle, then up at Twilight, silently pleading for something less risqué than what had been done thus far. Twilight didn't need to think long before deciding against anything "adult" in nature.

"Truth or Dare, Fluttershy?"

"T-truth. Please."

"Ok. Hmmm.... Oh! Have you ever kissed anypony?"

Fluttershy turned beet red, looked down, and after a couple seconds, nodded. The other ponies leaned in curiously, hoping she would continue on her own, but they all relaxed when she reached out and gave the bottle a gentle spin. It made three slow revolutions, then stopped on Barry.

"U-umm... Ok, Truth or Dare, uh... Oh my goodness, I just realized we never even asked for your names!"

"It's quite alright," Reginald said, "it should make the game a little more interesting if our turns come first. If you all get the bottle to point at us, though, then we'll give our names. That seems like a good sub-game, doesn't it?"

None of the others had a problem with it, and Rainbow's embarassment had been all but forgotten as she accepted the new challenge.

"O-ok," Fluttershy gulped as her nervousness about the situation finally started to subside, "so what is your name?"

"Ah'm Barry."

Fluttershy visibly calmed at the plainness of his name, and continued with the game.

"So, Truth or Dare?"

"Dare."

Fluttershy wrung her hands for a few seconds and licked her lips as she thought of what she could dare him to do. After what seemed like an unnecessarily long time to her, she came up with an idea.

"I dare you to stand on your hind legs until the bottle lands on you again. I mean, um, if that's not a problem...."

"Naw." Barry pushed with his front legs, using his head to give himself the momentum needed to lean back. Once his weight was back far enough, he tilted his head forward again, moving his back legs apart for better stability as he let his weight settle on his tail. His belly was a pale green, and looked as though someone hadn't put enough paint on. "Ah gotta shpin the bottle firsht, though." He dropped back down to all fours, and used his snout to smack the neck of the bottle, sending it slowly rotating. Once it was moving, he stood back up and the game continued.

BIG OBVIOUS WORDS SO YOU CAN SKIP TO THE GOOD BITS LATER.

An hour and a half later, everyone had been introduced, whatever tension there had been was gone, and at some point, Pinkie had produced three bottles of wine from... somewhere. The first bottle was empty, and the second was half-gone. Twilight was feeling the buzz, but she wasn't nearly as bad as the pegasi of the group. Rainbow had easily gone through a third of the first bottle, and once Fluttershy had decided she liked this particular wine, she had kept getting refills, explaining that wine had always helped her relax, it just wasn't typically available, so she always enjoyed it when she could. Barry had not had any, as his biology denied the ability to use a wine glass, but Long Shot, Jerry, and Reginald all had a glass each. Pinkie had a couple glasses, although whether she was feeling the alcohol or not was impossible to tell, and Rarity had only had one, although her usual eating habits made her more susceptible to the wine's effects, as she always ate very little in order to keep her figure. Applejack had refused any, explaining that she still had an orchard to take care of in the morning, and she didn't need the hangover.

"Sssoooo..." Rainbow began as she idly twirled the bottle that hadn't been used for at least twenty minutes, "what elshe are we gonna do?"

Reginald, who was leaning casually against a bookshelf with his hands behind his head, smirked as he took a glance at the pegasus sprawled on her belly. Fluttershy was now laying on her side, using Barry as a pillow, Pinkie was hanging off of Applejack like a poofy pink scarf, Rarity was petting Long Shot like a cat and smiling sleepily, and Twilight had elected to sit in a very terrified Jerry's lap. Before he could say anything, though, Twilight spoke up.

"Well, as I recall, there was another part of our bet that you haven't followed through on yet." She smirked as Rainbow squirmed uncomfortably on the mattress she had claimed. "How about that? Unless, of course, you're scared to go ask someone out right now. I know you don't like wearing sexy things like that." Twilight paused as Rainbow's alcohol-infused brain slowly came to the conclusion she had been challenged.

Yep, Twilight thought, I'm buzzed. That came out with way more hostility than I wanted it to. Looks like it worked anyway, though.

"Scared?" Rainbow questioned indignantly, "I'm not scared! I just, uh, I just wanted to make sure no one else had a better idea, first!" She looked around, and found everyone else shaking their heads. She sighed and sat up. "Fine. I'll ask out someone I like."

Every eye was trained on Rainbow as she stood up, wobbled, and regained her balance. She walked over to Twilight, sat back down, and then spoke with clear nervousness.

"Twilight, would you go out with me?"

Everyone looked expectantly at Twilight, except for Rainbow, who had suddenly found something very interesting about the pillows on the floor. Most were feather pillows.

"I have a better idea. Why don't we stay in?"

Rainbow looked up in confusion just in time for Twilight to tackle the pegasus to the ground, mashing their muzzles together in a sloppy kiss. Pinkie let out a whistle, then the room erupted in noise as Rarity squealed in delight, Applejack laughed hysterically(having already known about Rainbow's crush), and Long Shot and his friends began giving shouts of encouragement. Meanwhile, Fluttershy simply sat and stared at her two friends in awe. She could feel the alcohol in her blood, bringing her own desires up to the forefront of her mind. She had wanted a lover of her own for quite some time, and seeing Rainbow suddenly wrap her arms around Twilight only accentuated her own longing. Of course, even if she had her eye on a couple stallions in Ponyville(which she did), she was far too shy to actually ask any of them out. As she thought this, she suddenly heard Pinkie's voice above the din.

"Come on, Dashie! Crank it up to eleven! She's winning!"

Fluttershy's mind snapped back to the current situation to find Twilight and Rainbow struggling with each other for dominance. Finally, Rainbow decided enough was enough, and grabbed at Twilight's bra latch. At some point, both their nightgowns had been thrown to the side, and Rainbow took full advantage of that, yanking Twilight's bra off entirely. She held it up and laughed victoriously as the room once again erupted with sound, this time cheers. Twilight, however, would not be going down so easily.

"So that's how you want to play, huh? Okay." Twilight's horn lit up, and Rainbow looked down from her standing position as she felt the tingle of magic on her body. There was a small pop, and she suddenly felt much colder as her own bra and panties appeared on the other side of the room. She looked down at herself, realized she was now naked, and did her best to cover herself with her hands as the cheers from a few moments ago suddenly turned to whistles, except for Pinkie's shouts for Twilight to keep going.

"Don't stop now! This is your chance!"

Twilight decided that since none of her friends had made a complaint or left, the only logical choice now was to finish the plan she had spent so much time setting up. She tackled Rainbow again, but this time she used her magic to hold the pegasus' limbs out as she made out furiously with her. Finally, she let up, only to begin moving down Rainbow's body. She kissed down Rainbow's neck, nibbling lightly on her collarbone as she moved down to the prismatic pegasus' perky pink nipples. The group around them 'oohed' and 'aahed' encouragingly as Twilight began licking and sucking at Rainbow's tits. She had always thought Rainbow's chest was a little small compared to her friends, and even most other pegasi, but as she suckled and slurped, she realized that Rainbow's tits were significantly larger than she remembered, and she came to a very interesting conclusion. She pulled away for a moment, letting Rainbow catch her breath, before speaking.

"Rainbow, do you bind your chest to make your breasts smaller?"

Silence suddenly reigned as Rainbow blushed even more heavily than she had been, and she looked away. That was all the confirmation Twilight needed.

"You do, don't you? It's so you can fly faster, right?"

Rainbow pursed her lips, then nodded.

"Well, now. I guess I'll have to enjoy myself while they're free, then, won't I?" She suddenly squeezed Rainbow's breasts hard, making the helpless pegasus gasp as Twilight latched on again, sucking one tit fervently, playing with the other with one hand, and snaking her other hand down to Rainbow's pussy. As she began rubbing Rainbow's labia, she looked around, noting her friends' flushed faces and heaving chests as their own arousals coursed through them. Obviously, they were all enjoying the show as much as she was. A sudden moan from the corner of the room, however, caught everyone's attention. They all looked over, and saw Fluttershy laying on her back, her pants off, with Barry's mouth between her legs. She moaned and whined quietly, with a few louder sounds when Barry apparently found a sensitive spot. Finally, Rarity broke the silence.

"My, my. It seems Fluttershy found a fun game to play, as well." She leaned back and arched her spine, showing off the full size of her bust. "If only I had someone to play with, as well. It's really just not fair that Fluttershy, Rainbow, and Twilight get to have all the fun." She gave an exaggerated sigh and-

Hold on a moment.... Rarity shouldn't be this easy, I don't think. Did I get something wrong? Or....

Pinkie?

Yyyyeeeessss?

What, precisely, was the alcohol content on that wine?

I think... twenty percent? Yeah, that sounds right.

...

You really can't control yourself during heat, can you?

Nope! Hee hee!

Oh well. If you want it that bad, though....

Reginald scooted over to Rarity, and gave an awkward sitting bow before speaking.

"If you'd like, my dear, I would be more than happy to play with you."

Rarity giggled, and leaned against the changeling.

"Hmmm. That would be wonderful, I think."

Reginald(being a gentleling) began with a simple kiss, which quickly escalated as Rarity pressed herself against him.

Seeing the success of his friends, Jerry decided he would finally make a move, too. He rose to all fours, then moved over next to Pinkie and Applejack. The two mares looked at him as he got close, and his resolve began to shatter.

"Umm. I-I-I uhh... Di-did either of you want to, umm... you know, 'play' as well?"

The two earth ponies looked at each other for a moment, nearly making Jerry apologize and back off, then turned back and pounced on him. He squawked in surprise as he was pinned.

Thank you!

Sure. I think the audience would like to get back to the main event, though.

Okay! Bye for now!

Ahem.

Twilight ran her hands up and down Rainbow's front as their friends began accelerating their movements. She smiled down at the trapped pegasus lustily.

"Well, looks like this sleepover was a success. Not everyone is having fun yet, though." She nodded her head toward Long Shot, who's tentacles were fully extended and twitching with anticipation. "You're not going to make him just sit there while everypony else gets fucked silly, are you? After all, that just wouldn't be awesome." She watched as Rainbow's face contorted slightly at the idea of disappointing Twilight and the rest of their friends.

"No, it wouldn't. I can't do much like this, though, so you're going to have to let me up."

Twilight smiled, then released the spell holding Rainbow down. The naked pegasus rolled over, then crawled over to where Long Shot was sitting excitedly. She could feel the alcohol in her system. She knew her usual reaction to having intercourse with a non-pony would be, at best, mild trepidation. Cross-species relationships were socially acceptable, but she had never been interested in anything else. Right now, though, the twelve twitching, undulating, slick, thick tendrils of flesh waving in the air looked pretty attractive.

I'll bet those feel really good. And if I'm right, all I have to do is take those tasty-looking tentacles inside me for Twilight to take a turn, too. Seriously, that egghead must have some good sex spells besides this. That wine is fucking with my brain. Except this fucking will probably feel a lot better than the hangover will. I think it's time for me to really cut loose. Yeah... I want to really give Twi a show.

With her decision made, Rainbow crawled right up to Long Shot's waiting face, then put her hands on his shoulders and lifted her front up, pressing her breasts into his face. She began slowly undulating her torso, feeling the growtimp's lips and tongue brush against her fur. She slid one of her hands further back, until it touched one of his tentacles. She wrapped her hand around the base, and slowly slid it up, drawing the tentacle closer to her as she continued rubbing her chest against Long Shot's face and felt his tongue begin flicking out more bravely, occasionally dragging across a nipple. Once she had the tip of the tentacle near her head, she took a firmer grip on it and pressed it against her cheek. She rubbed the opening against the side of her face, and drew it down to her neck as pre-cum began to leak out. She pulled it back up along her muzzle, giving the tip a quick kiss as she inhaled the scent of inter-dimensional arousal. She grabbed the tentacle with her other hand, and held the tip still as she slid her second hand backward, straightening the tentacle out. Long Shot figured out what she wanted, and held the position, allowing her to wrap her arms around his head and squeeze him more forcefully into her bosom. She turned her head as she did, and began licking the side of the tentacle while looking back at Twilight.

Twilight, for her part, had been enjoying the show quite a bit. As soon as Rainbow had grabbed a tentacle, she had lost control of her own hands and begun fondling herself, squeezing her tits one at a time with one hand and preparing her pussy with the other. When Rainbow began licking at only one side of the tentacle and looking back at her, Twilight instantly figured out the pegasus' intention. She crawled forward as well, resting her breasts on the back of Long Shot's head while she started sharing the straightened tentacle with Rainbow, licking, slurping, and kissing one side while Rainbow serviced the other. As the two mares shared the tentacle, Twilight looked around.

Fluttershy's entire pelvic region, along with most of her torso and her thighs, was now inside Barry's mouth as she lay spread-eagle on her back, wings fully extended as the dozens of smaller tentacles inside Barry's mouth pleasured her. She panted and squirmed incessantly, moaning and whining as Barry worked her over. Her fur was matted with the saliva/pre-cum/lubricant/whatever that Barry's mouth was producing.

Rarity was now sitting on top of Reginald, hands on his chest, as she bounced her hips on his cock. Twilight didn't have a good view, but if Rarity's blissful expression and lolling tongue were any indication, changeling cock felt good. Reginald himself was busy massaging Rarity's tits as she pleasurably impaled herself over and over on his rod. It was obvious he would be getting a full meal tonight.

Pinkie and Applejack, however, were in a much different position, laying on their sides facing each other as one of Jerry's tails pounded into each of their pussies. The third was between them, sandwiched between their breasts as they shared the tip, taking turns sucking the end and licking the shaft. Jerry was holding their legs, keeping them steady as his tails vanished into them repeatedly.

Twilight returned her attention to the task at hand, deciding that she was ready to crank it up a notch. She grabbed another of Long Shot's tentacles as he suckled on Rainbow's tits, and put it between her own ample pillows. She pulled her breasts together with one hand as the tentacle started thrusting, and used the other to gentle push Rainbow's head towards the one they had been sharing. Rainbow opened her mouth as Twilight guided her, wrapping her lips around the tentacle that she had been licking while her purple friend's breasts started to become shiny with pre-cum. As Rainbow began sucking on the tentacle with more enthusiasm, she found herself wanting more. Not just from the alcohol, this time, either. She wanted to be fucked silly.

Really, she would have preferred Twilight to be the one doing the fucking, but getting fucked alongside her crush by a dozen tentacles didn't sound too bad, either. She pulled the tentacle out of her mouth, and lunged at Twilight, pressing their muzzles together and knocking the alicorn over, tit-fucking tentacle now trapped between them. As she made out sloppily and noisily with Twilight, she began jerking off the tentacle she had been sucking on. Long Shot looked on as the two mares simply writhed a bit on the pillows. He brought a tentacle up and teased Rainbow's entrance, not wanting to vocally interrupt their tongue wrestling. He was answered with a raised hoof, allowing him easier access to Rainbow's snatch. He pressed the tentacle more firmly against her entrance, and felt the mare buck her hips just as her lips parted, making him penetrate deeper than intended. She hummed in approval and kept going at it with Twilight, though, so it obviously wasn't that big an issue. he slowly started driving into her, testing her limits before really getting into it. When her canal started to become tight, he pulled back out, then began fucking her properly. Once he had a rhythm going, he brought another tentacle to Twilight's pussy, and dove right in when she used her magic to yank her own panties off so she could spread her legs fully. Once both mares had a tentacle fucking them, Long Shot decided to take the chance to see how his friends were doing.

Barry now had Fluttershy almost fully in his mouth, with only her head, wings, and arms still visible. Altaclors had a very strange anatomy, even by the Plane of Lust's standards. Their tongues were also their primary copulation organ, and Barry's tongue was more dextrous than most altaclors'. Add to that the dozens of smaller tentacles that he used to pleasure every inch of exposed flesh on his partner, and it was obvious why most of his partners had no complaints about being 'eaten'. Most importantly, though, his saliva was also an aphrodisiac and a lubricant, making the experience very pleasant for even the most trepidatious of partners. Of course, everyone always wondered how he could ejaculate into his own mouth when there was too much, but that wasn't a problem. Fluttershy would soon find out why altaclors were known as 'cum-spitters' by more snooty and self-important individuals.

Reginald had finally used his trademark ability with Rarity, and had turned into a purple dragon with green spines. Unlike lower-born changelings, royal changelings could do actual full-body transformations more easily, and there was more than enough emotional energy in the air for Reginald to do something as exotic as a dragon. They all had two dicks, making the change difficult, as more mass was needed for it, but Rarity was experiencing the full advantage of the evolutionary trait as she was fucked doggy style in her pussy and her ass. Reginald had a lot of experience, even for a changeling, and Rarity's cries for more were evidence to that fact.

Jerry was on his back again, pinned underneath Applejack's tits as he fucked her pussy with one tail, and reamed Pinkie's pussy and pucker with the other two. Applejack was obviously enjoying Jerry playing with her breasts as she moaned and swished her tail back and forth, but Pinkie's shouts of delight were impossible to ignore as she gyrated her hips in rhythm with Jerry's thrusts, trying to get more of him inside her. Gorucks were known for their stamina, but Jerry's constant nervousness had left him relatively out of practice, and Long Shot was worried about his friend being paired with two earth ponies. Really, though, all Jerry had to do was not faint before he came. Unlike most species, gorucks didn't hold their semen in a central location, like testicles. Instead, the entirety of all three tails were used to create and store semen. Once Jerry came, Pinkie and Applejack would be satisfied.

Long Shot suddenly felt a tug on another tentacle, and returned his attention to the two mares making out next to him as Rainbow pulled both the tentacle she had grabbed initially, and the one he had felt the new tug on, and opened her muzzle wide before shoving both inside. She sucked on them with all her might, grabbing both tentacles further down, and then shoving more of their lengths into her mouth. Long Shot suffered some slight discomfort from having his tentacles forced into a space they didn't fit in, but he knew how to solve the problem. He began twirling the two tentacles together, driving them further into Rainbow's gullet as they spun around each other like a drill. Rainbow gagged and coughed around the flesh as the tentacles passed her uvula, forcing their way into her esophagus. It hurt a little, and she could barely breathe, but it felt so good. She dropped back down to all fours as the tentacle in her pussy quickened its pace and Twilight purred beneath her.

"Ooh, yeah, Rainbow. Take it all down your throat. I can see your neck bulging. Come on, Long Shot, give it to her. She's still got an unused hole, there. Let her find out what being full really means."

Long Shot was more than happy to oblige as Rainbow hiked her tail up and to one side, giving him access to her ass. He pressed another tentacle against her anus, and rubbed the tip around, using his pre as a lubricant before pushing into her. Rainbow moaned around the tentacles in her mouth as her ass slowly stretched from the careful penetration of the tentacle. She could feel more pre-cum leaking into her as the tentacle pushed deeper into her, slicking her insides and keeping it comfortable enough that she didn't clench. Finally, Long Shot stopped, and began pulling back out. He slid smoothly out, leaving behind more pre the whole way. Just as he reached the end of the tentacle, he stopped again, and then Rainbow realized that the tentacle in her pussy had been sitting inside her the entire time, simply wriggling in place while her throat and ass were filled with flesh. As the tentacle in her ass began pushing back in, though, the one in her pussy twisted, forming a corkscrew cock in her snatch, and stretching her significantly more than before. It then began thrusting, slowly at first, in time with the one in her ass. As they began picking up speed, the two in her mouth started thrusting as well, counter-thrusting to the ones in her lower body, and shaking her back and forth slightly as her ass and pussy were emptied, and her throat was filled, the feeling was reversed, then restored again. Her body tensed as the tentacles inside her rubbed all the right spots. She could feel every inch of the invading appendages enter and leave her. She was having the time of her life, but she wasn't satisfied.

"Mrre," she mumbled past the tentacles in her mouth.

Long Shot looked over at Twilight for reassurance, and saw her nod. Satisfied that he wouldn't overstep his boundaries, he began opening the tentacle in Rainbow's pussy, stretching her wide enough to see into her. She moaned as the other three tentacles continued violating her, not sure what to expect next but certain it would be pleasant. Her assumption proved correct, as another tentacle pushed into the space created in her pussy. Once it was fully inserted, the corkscrew tentacle relaxed, allowing her walls to squeeze both intruders as they began to move in opposite directions, one pushing in as the other pulled out. The sensation was completely unique, as Rainbow felt every orifice being reamed by tentacles. She slurped and squeezed them, pushing her body against them to take in more of the pleasurable, slick, thrusting flesh. Even as she did, she could feel Twilight fondling her tits and touching the bulges in her throat and abdomen. It turned her on even more, having the mare of her wet dreams watch her as she was fucked senseless in every hole.she felt her orgasm building, a promise of pleasure like no other, and she squirmed to try and make it arrive sooner.

Twilight noticed her friend's motions, and paused in playing with Rainbow's body to decide how she wanted this to end. It didn't take long for her to make a choice. She grabbed Rainbow's arms and lifted them up, pressing her body against Rainbow's. She could feel the tentacles fucking Rainbow, now, in addition to the ones pumping her own holes.

"Long Shot. Hold us together. I want to feel her cum, and I want to feel her expand when you fill her up."

The growtimp obliged, wrapping each of his remaining tentacles around their limbs. Feeling .lucky, he pressed the tips of the tentacles holding their legs together against Twilight's ass, wriggling them slightly to ask for permission to enter.

"Oh, yeah! Shove 'em in there!" Twilight hiked her tail up and stuck her ass out, giving the tentacles an invitation that was quickly accepted. With three tentacles now in her anus, fucking her madly, Twilight felt stuffed. She knew Rainbow was close, and that Rainbow's orgasm would finish off Long Shot, and the thought of the cum overload she was about to experience in her pucker was enough to begin building her own orgasm. She wanted it. She wanted every drop of semen she was about to be given. She wanted to be covered in jizz, and filled to bursting. She knew Rainbow wanted it, too, and her beathing quickened as thoughts of Rainbow being pumped full of cum filled her mind.

"Come on, Long Shot! Fuck us harder! Give us your cum! Force it down her throat! Fill my ass until I can't take any more! Cover us with so much cum, we look like Celestia!" In the back of her mind, Twilight was dimly aware of similar calls from her friends, but her own fucking was too important for her to look around yet. Long Shot started ramming into them harder and faster, until Twilight was sure he would break them both in half. Suddenly, Rainbow whined around the tentacles in her mouth, signalling her orgasm as Twilight's reached its peak. Long Shot came from the added stimulation of Rainbow's walls squeezing him, and Twilight felt the first squirt of cum inside her pussy. Time slowed down as the warmth of the cum set off her own orgasm, and her mind was suddenly aware of everything that immediately followed. She saw the bulge in Rainbow's neck grow, then shrink again as she was force-fed the first pulse of cum down her throat. The Twilight felt the three tentacles in her ass fire, filling her with sticky warmth. Then the one between her tits unleashed its load, shooting her neck and jaw as the ones holding her arms against Rainbow's splattered their first squirt on her mane, making it heavy and hot. Time then returned to normal, and she heard herself crying out for more as her orgasm made her scream.

"Yes! Blow that load! Shoot my wings, too! I don't need to fly, I just need cum!" As her orgasm continued, she felt her request being fulfilled. Her wings were knocked back by the force of the semen, and her feathers were blasted out of alignment. That was fine, though. She was certain Rainbow wouldn't have any problem preening her later. She felt more cum blast her in the chin, and she sighed as another load was injected into her ass and pussy. She could feel the jizz dripping down her body, now, trickling across her breasts and falling from her wings. The tentacles force-feeding cum to Rainow finally pulled out, and she coughed as they shot her face, getting in her mane and splashing Twilight, as well. The two mares immediately latched their lips onto the other's, making out furiously as Long Shot continued raining cum down on them both, soaking their manes and matting down their fur as more semen pulsed into their lower bodies. Rainbow could feel the hot, white goo pouring from her well-worn holes in torrents, and Twilight could feel it pouring from her own pussy, but her ass was a different story.

The three tentacles, pulsing in time together, blocked all exit for the semen they pumped into her. She could feel it pushing deeper into her, even as she groped and made out with Rainbow, the warmth of the cum making her hot from the inside as it flowed up through her. She suddenly understood, fully, what was happening, and decided she wanted it to reach its full, logical conclusion. She broke away from Rainbow, crying out in manic lust.

"More! Put them all in me! Fill my ass! Give me more! Shove them in!"

Long Shot quickly obliged, removing the tentacles restraining the mares' arms and snaking them down to Twilight's anus. Only three of the four extras would fit, though, leaving the last to spray more cum on her back, flanks, and tail. As the tentacles pushed and pulsed, Twilight was forced to lean against Rainbow for support while the semen boiled and churned farther into her. Long Shot hadn't been ejaculating for very long, but the sheer amount that Twilight could now feel flowing backwards, up through her intestines, made the few seconds feel like hours. More was still spraying onto her and Rainbow, and the pegasus' own holes were still overflowing as well. Finally, Twilight felt the cum being pumped into her reach her stomach. The sensation of the semen entering her stomach from the wrong direction almost made her feel nauseous, but the pleasure she was still being given from having six tentacles ejaculating into her ass drowned out everything else. Her eyes were rolled back now, and her tongue hung out of her mouth like a tired dog's. The tentacle between her tits moved upward, and slowly entered her mouth, still spewing cum. Twilight gulped it down greedily, and continued swallowing as the tentacle entered the back of her throat. It pushed into her esophagus, aided by her swallowing, and spraying more cum down into her stomach. She could barely breathe, now, but it didn't matter. She could feel her stomach filling up, and after another particularly large burst, she felt her abdomen swell slightly from the amount of cum in her digestive tract. The torrent finally began to subside as her belly distended, and eventually stopped once she looked about five months pregnant. It hurt, just a little, but having all that hot, swirling cum in her felt too good to be tarnished by the pain of her belly.

Long Shot sat next to the two mares, leaning on one another, as his orgasm slowly petered out. He panted slightly, riding on cloud nine like there was no tomorrow simply from the zeal of his partners. He looked around, hoping he hadn't missed anything else during his own high.

Jerry now had both Pinkie and Applejack on all fours, fucking them with one tentacle each. He spanked one mare, then the other, and they both returned with encouragement and dirty talk, shaking their hips at him as they were fucked. The third was between them now, getting licked and sucked by whichever mare wasn't speaking. A sudden grunt was all they warning they received as he came into both their pussies, using the third to give the two earth ponies a late snack and a shower. Both mares collapsed as soon as he removed himself from them, with semen gushing from their pussies. He fired a few more small spurts over their panting, prone bodies, then fell backward as well, panting in the afterglow. The two mares flipped themselves over, then crawled to his sides and latched on to his body, all three slowly letting each other's warmth lull them to sleep.

Fluttershy was now outside of Barry's mouth, kneeling in front of him as his tongue plunged into her pussy at a furious pace. She moaned and whined in pleasure as he did, holding onto his open upper jaw and letting his short tentacles play with her tits. Finally, he came, the full strength of his tongue pushing Fluttershy back onto a mattress, where she was quickly filled with cum. It sprayed from her snatch with force, until Barry pulled out and continued shooting his load, covering the shy pegasus quickly with a blanket of cum. She sat up, making the jet of semen splash against her chest and spray the immediate surroundings, but then she moved forward and latched her mouth on the opening of Barry's tongue, allowing the next wave to force its way into her mouth, down her throat, and up into her sinuses, making her cough and spray cum from her nostrils. Barry wasn't able to stop anymore even if he wanted, and the jizz kept flowing, but Fluttershy determinedly kept her mouth firmly attached to the altaclor's tip, slurping down as much as she could before the pulses overwhelmed her, leaving her to hold her breath and stay still as more and more jizz was forced down her throat and out her nose. Finally, the waves of cum slowed, then ceased. She pulled away, coughing and gasping, as Barry slowly took a couple steps forward and nuzzled her body gently. She laid down on the mattress, and Barry laid next to her as she yawned.

Reginald, meanwhile, was still masquerading as a dragon, standing now, with Rarity bent over the table. She yelled and cried for more, giving a yelp every time he spanked her. He eventually warned of his coming orgasm, and pulled out, allowing Rarity to turn around and drop to her knees. grabbed the lower of his two cocks with her hand and started jerking him off rapidly, while her mouth was wrapped around the upper cock, loudly slurping and sucking. Suddenly he came, quickly filling her mouth and forcing her to swallow the cum from his upper dick, while the lower one sprayed her neck and collarbone with a pearl necklace. Of course, being a gentleling, he got none of it got in her mane, but once his ejaculation was done, he changed back to his true form and sat down hard, panting as his partner conjured a few tissues to clean herself. Once finished, she laid down on top of Reginald, ready to finally go to sleep.

Long Shot looked back at his own partners, and saw that Twilight was still licking at his tentacle, with the ones in her ass slowly slipping out as he relaxed. He pulled out the one down her throat, and she pulled in a large breath of air as her respiratory system finally got the oxygen it needed. She pushed herself up from Rainbow, and suddenly seemed to realize she still had six tentacles filling her ass.

"Oof. Long Shot, could you pull out, now? I need to make sure everything is cleaned up and locked up before we go to sleep."

He did as he was asked, and felt a small amount of pride when Twilight pushed down on her stomach, forcing a flood of semen out of her anus. He pulled out of Rainbow as well, letting her move around again and help Twilight empty out. Once the princess could move semi-normally again, she got up and began using magic to pull the semen out of her friends' fur and hair, clean it up from the floor, and finally take it all to a sink to be disposed of. While she was gone, Rainbow smiled lustily at Long Shot.

"I don't know what she's said about you so far," she said as Long Shot's tentacles retracted, "and I'll need to get to know you better if you want a more official spot in our relationship, but as far as I'm concerned, you're welcome to cum over any time."

"Oh. Uhh.... Thank you." Once again, Long Shot found himself experiencing a first as he was given an open invitation for sex. "You think Twilight would like that, too?"

Rainbow glanced at Twilight as the other mare returned and began putting out the magical lights in the room.

"I'm pretty sure, yeah."

Long Shot considered the idea as Twilight half-fell, half-laid down on the pillows next to them, sighing in satisfaction. She suddenly grabbed Rainbow, dragging the pegasus down on top of her belly as an improvised blanket, then grabbed Long Shot and held him against her bust. She yawned, making the other two realize how tired they were, as well.

"Time to actually go to sleep, you two. Don't want to miss out on the wake-up call."

Rainbow and Long Shot shared a questioning glance, wondering the same question.

Wake-up call?

Author's Note

Well, that went on for far longer than I expected, and took far longer than I had hoped.

And yes, the last chapter will involve the thing in the Crystal Empire.

For anyone who didn't see the blog post, this is why I haven't updated in so long. I've been trying to fix some technical difficulties. For those of you who are interested, I will be live streaming Bloodborne when it comes out on the 24th.

In Which Twilight is Filled

I wonder if Big Macintosh is working the field today.

Twilight shook her head in surprise at the stray thought, dropping her pen in the process. It clattered to the floor, and she stared at it for a moment, as though the pen itself had put the thought in her head, before picking it back up. It was brand new, and she had been fascinated by the design when she found that the ink was stored inside, rather than having to be dipped in an inkpot like a quill or fountain pen. She clicked it absentmindedly as her thoughts wandered.

That was weird. I already know it's Wednesday, which means Applejack is running the stall, so of course Big Mac is working the fields. He's probably bucking down apples right now, just sauntering up to a tree, shirt off and fur glistening with sweat, and then casually lifting a single leg, his entire body tensing for a split second before his leg shoots out, making all the delicious, juicy fruit fall out before he goes to the next, and the next and the next, over and over and-

She shook herself again, and suddenly realized she had been rubbing herself. She scowled at the wet spots on the inside of her thighs, then picked up her pen again and began writing furiously. Some ponies occassionally told her that something didn't need to get done immediately, but a proposed tax law that could potentially ruin the entire economical layout of Equestria if she didn't stop it was not on that list.

Time Turner would know how I feel. He's probably the only pony in this town that can truly appreciate punctuality. I wonder just how good he is at timing things. He could probably even time his climaxes, shoving his member in me and making me clench on him just as he finishes, so that my own muscle spasms constrict him and make him squirt into me so hard I-

She slammed the pen down flat on her desk, panting as her crotch burned and throbbed with need.

No, not now! I'm a Princess, now, right? If there's one thing I shouldn't have to deal with, it's this!

She got up and crossed the room, looking at her calendar and groaning pitifully when she saw the date. It was, as it had been every year for the past six years, the first day of her estrus cycle. A stab of desire shot through her stomach, and she hugged herself, doubling over as the call of her loins became painful.

Need... medicine...

Twilight stumbled across the room toward the bathroom, and shut the door behind her. There weren't any guards posted in her new castle yet(Thank Celestia!) and Spike was out helping Rarity, but she didn't want to be walked in on during the short time she would be in here.

It would be really bad if Rarity walked in while I'm like this. She would probably make some comment about how a mare should never go through this alone, and then put her hands on my shoulders, and kiss me with those rose-red lips, trailing her hands down my body as our tongues taste each other, then I would finally get to lift her shirt up and shove my hands under her bra to feel those big, luscious brea-

For once Twilight was very glad for the oversized bathroom sink, as she stoppered the drain and turned the cold water on fully, dunking her entire head into the basin as it filled and holding her breath for as long as possible once the water was up to her inverted neck. She finally pulled her head out of the sink once she couldn't stand it any longer, and fell to her haunches as she caught her breath, her mane clinging to her head like some bizarre squid or jellyfish.

Right. Medicine.

She got back up and opened the cabinet next to the mirror, where she kept her various medical supplies. Inside were the usual bottles of allergy medication, pain relievers, adhesive and regular bandages, disinfectants, and topical ointments. She sifted through the shelves for a few moments, looking for the bottle that held her most valued prescription: heat reduction pills. Specially crafted with incredibly rare and valuable ingredients, and treated with spells to turn even the worst raging inferno of primal desire into an almost imperceptible distraction, she had been purchasing them for almost five years, after she realized that the most common options of dealing with estrus(sating the urge and hiding in one's room for the duration of the heat) would require a far greater expenditure of time than she was willing to sacrifice. This fact had only become more apparent after discovering the Elements of Harmony, since she now had to factor in time for her friends. Dealing with a week-long period of insatiable lust was simply not possible.

So it was with great horror, then, that Twilight realized she had no more of these pills.

A few moments of focus allowed her to recall the exact moment she had consumed the last of them, in fact. It was just after returning from the Crystal Empire, when she had been fantasizing about the guard Flash Sentry, whom she had met a second time on the other side of the mirror, that she took the last of the pills. At the time, however, she had been far too tired to make a note of it, and had totally forgotten about buying a new bottle since then.

And now I have to get through the entire week on my own! Oh, darn it, Flash! I hate you for this. You and your shiny fur, and strong arms, and long legs, and rock-hard-

Twilight was once again glad to have a sink which she could dunk her entire head in.

After surfacing for air again, she caught her reflection in the mirror. Her mane still clung to her head, and the water streamed down her fur to her clothes, soaking them. The fabric was already thin, due to the summer temperatures, and the moisture made it almost completely see-through. She once again marvelled at the new size of her breasts as her shirt clung to them, making their shape even more prominent than usual. As she stared at herself, Twilight opened her wings slightly, finding that they, too, had gotten wet, and they now glistened with water droplets as the natural oils her feathers secreted repelled the water. After a few more seconds, she suddenly had a mildly disturbing thought.

"I really wish I could fuck myself."

She jumped in shock at her own voice, and clapped her hands over her mouth.

Did I really just say that? Oh, no. I'm losing control. If I don't solve this right now, I could end up in big trouble. What if Celestia finds out? She might send me back to Canterlot, and make me go through my training all over again! And then, whenever I did something wrong, she would bend me over and spank me, watching my ass jiggle as my tits swing against her leg and-

Once more, Twilight submerged her head in the sink.

I just fantasized about Princess Celestia!

Not bothering to dry off, Twilight ran back into her private study. She locked the door and windows, soundproofed the entire room, and fell onto her bed. She yanked off her skirt and panties, and began furiously fingering herself with one hand, while the other fondled her breast. Her wings quickly spread as blood pumped through her body, flooding her mind with hormones and adrenaline.

Oh, yes. Yes, yes, yes! It feels so good. I forgot how good this feels. Oh, why have I been ignoring this?

She glanced around the room for a moment, and spotted the pen and paper on her desk.

Oh, yeah. That. I'll just have to finish quickly, then.

She squeezed her breast harder, feeling her areola harden as the soft flesh beneath compressed and conformed around her fingers. As the pleasure from her chest increased, her other hand rubbed against her slit faster. She slipped a finger into herself, feeling her juices coat her hand as her clitoris swelled with blood. She pressed her thumb against the nub of flesh and moaned, squeezing her nipple and driving her finger as far inside herself as she could to maximize her pleasure. After another minute of massaging herself inside and out, Twilight felt her lower body begin to tense, signaling the end of the session. Her muscles clenched around her finger, and she felt the juices of her climax splash against her hand. She lay panting on her bed as the orgasm faded, and she looked back at her desk with the unfinished denial of the new tax law sitting atop it.

Now I can finish that letter and get it sent out, and once that's done, maybe I can go see if Big Mac is interested in taking a break to play with me.

She strode across the room to her desk, sat down, and then realized what had just gone through her mind.

WHAT? Why am I still thinking about Big Mac? Finishing myself has always worked before, why not now? I mean, sure, Big Mac is strong and gentle, and he probably has a cock as long as my forearm- NO! Stop, Twilight, come on, you have to get control of this. Even if Time Turner could probably manage to make me swallow his entire load while shoving his dick in my muzzle- AAAAHH!

She ran back to the bathroom and submerged her head in the still-full sink, having forgotten to drain it when she left previously. This time, though, it didn't do anything to abate the growing heat in her body. She pulled her head back up, and stared at her reflection again.

I am a Princess of Equestria. I have beaten Nightmare Moon, Discord, Sombra, and Tirek. I can beat this.

But why should I have to? I'm a Princess, now. I'm the Princess of Magic, no less, and I now have better flanks and bigger tits than any mare I've met. Why should I have to suffer alone, or waste time? I could probably finish all my work and be satisfied at the same time. In fact....

Twilight walked back into her study, and began pulling spellbooks off the shelves with her magic.

Let's see.... No. No. Not that one. Ooh, I've been looking for that, I'll put you off to the side. No. No. Where is it?

Several more books flew past and were returned to their shelves before she found what she was looking for.

"Ah-ha! The Complete Guide to Summoning. Now then..."

She opened the massive tome to the table of contents, and ran her finger down the list of summoning planes.

"Abyssal... Celestial... Dark... Gear... Infernal... Here we go. The plane of Lust."

She flipped through the book to the indicated page, and began looking through the warnings that every section began with as she put her clothes back on and dried herself off with a couple of quick spells.

"Completely ruled by insatiable lust... Possibly more dangerous than Tartarus... Not for amateurs or ponies under 18... Ensure summoned creature cannot overpower you... Hmmm. I should probably make sure to get one of the weaker ones, then. Alright, let's get started."

She flipped to a page with a creature that was weak enough to be controlled, but would also sate her needs, labelled as a growtimp. She quickly drew out a summoning circle, and then put a containment circle around it, just in case. With everything in place, she began channelling magic into the summoning, envisioning the creature she wanted to bring to her, and then feeling the circle reaching out into the other plane. After a few seconds of concentration to allow the circle to find her target, she felt the magic returning with her prize. There was a short flash of light, and when it faded, a growtimp was standing in the circle on four short, stubby legs. Its head was an almost perfect sphere, the only blemishes being its face and a pair of short, blunt horns that curved inward above its brow, which brought its total height to about three and a half feet tall. On its back, a large mass of flesh sat like a turtle's shell, pulsing lightly with the creature's heartbeat. It had dark, smooth skin, and its eyes were a piercing sea blue, standing out strongly against the rest of its body. Twilight stared for a moment, collecting her thoughts before speaking.

"Hello there. Do you know what just happened?"

The growtimp looked around for a moment, blinking as it took in its surroundings before returning its gaze to Twilight. Its eyes widened as it took in her form, and it raised its head slightly as its attention focused on her.

"Well," it answered in a scratchy but decidedly male voice, "it felt like a summoning. I don't recall what my history teacher said the last time one of my kind was summoned, though. I was a bit busy fucking her over the desk."

Twilight ignored the mental image as best she could, and continued with the process of ensuring the creature's cooperation.

"That is correct. I require your assistance in relieving certain... aches."

The growtimp smiled toothily, showing flat, pearly white teeth.

"Oh, I think I can guess what aches those are. And I'm pretty sure I can do more than just relieve them." The fleshy mass on his back swelled slightly, and the throbbing of blood through the muscles there became more pronounced. Twilight took a breath to compose herself, then let it out again.

"I should hope so, since you appear well-equipped for this particular task. However, there are a few caveats to this scenario."

The growtimp frowned and sat down on its haunches.

"A smart one, huh? Fine, let's hear it, then."

"First, you shall not do anything without first informing me of your intention, and acquiring my explicit permission. Second, you will not attempt to leave this room, nor will you attempt to open any portals back to your dimension, either to bring others from your plane here, or to take anyone from this plane there. Third, once the duty for which I have summoned you is complete, you will immediately return to your home dimension. Understood?"

The growtimp cocked its head at her.

"Oh, I understand just fine. But why should I give you what you want when I can get it whenever I want back home? What's in it for me?"

Twilight smirked and bent over, spreading her wings and showing off her new Princess-sized bust as she put her hands on her hips, letting her mane spill to one side while she swished her tail.

"When you get back, you'll be the most desirable one of your kind, because you'll be able to tell everyone that you got summoned to fuck a Princess of Equestria."

The growtimp suddenly sat up as straight as its biology would allow, now fully interested in the events of the next half an hour. Plenty of denizens of his plane had been summoned to this one before, but none of his kind had ever been summoned by anyone even remotely this prominent. It was a little suspicious, in fact.

"How do I know you're telling the truth? For all I know, you're a phony with a nice spell. You've already proven your magical prowess."

Twilight straightened up again and sighed. She hadn't expected this. After a few moments of thinking, though, she had a solution.

"How about a circle of honesty?"

The growtimp rubbed its chin in thought, then nodded.

"Fine, but I want to see the book, and I want to inspect the circle once you've drawn it."

Twilight took a breath to collect her patience, then nodded in agreement. Books began flying around the room again as she searched for one that would have what she needed, until she found an old volume that she hadn't opened in quite some time. She still knew it almost entirely by heart, though, and flipped to the page needed and showed it to the growtimp. He studied it a moment, then nodded his satisfaction. Twilight began drawing out the circle, and the growtimp studied her as she moved, watching her ass shake slightly with each step, noting her wings twitching in anticipation, and licking his lips at every glance he could get of her enormous cleavage. Too soon for his taste, though, she was done, and the book floated over to him again. He looked between the drawing on the page and the drawing on the floor several times before accepting its authenticity.

"Okay, looks like the real deal. But I need to know it works."

Twilight sighed and stepped into the circle.

"I am Princess Twilight Sparkle of Equestria, and I have summoned you here to assist me in relieving my sexual desires."

Nothing happened.

"Alright. Now tell a lie."

"I don't have wings."

Twilight's wings immediately sprang out to their full length, and then whipped forward and slapped her in the face. As this happened, the growtimp watched very carefully. He, like all growtimps, could see musculature on other creatures, a secret closely guarded so they would not be summoned for tasks that were not related to sex. This ability allowed him, under ideal circumstances, to maximize both the length of time he would be having sex, and the pleasure his partner would have during the act, therefore increasing his chances of being desired for further sessions. In circumstances such as these, however, this ability allowed him to ensure that a circle of honesty or similar effect was working correctly, and this one most definitely was. The growtimp smiled as Twilight finally pried her wings off her face.

"Alright, I believe you. I just needed to make sure. Therefore, I agree to your terms, Princess Twilight Sparkle of Equestria. Nothing goes without your say, I won't try to bring any of my friends here, or take anything from here back with me, and I will leave as soon as we're done."

Twilight had to keep herself from jumping with joy as several appendages began to form from the growtimp's fleshy back. She had expected more resistance than this, but her lust-addled mind didn't care enough to think about it.

"Excellent. I do have some work to do, though, so I will need you to not jostle my desk too much while I work."

The growtimp smiled.

"Oh, don't worry. I can make sure it doesn't get jostled at all. You'll have to use your magic, though."

Twilight raised an eyebrow as the appendages on the growtimp's back reached their full length of almost eight feet long each. There were about twelve of them, and they waved in the air like only boneless tentacles could.

"Okay. Show me."

She scuffed part of the containment circle, and the growtimp smiled again. Five of the tentacles reached toward her, and each one grabbed one of her limbs, with the fifth wrapping around her waist. They were slightly wet with a sticky, slimy substance, but obviously strong as they lifted her into the air. She felt another pulse of want surge through her nethers, and she panted as the tentacles wrapped around her limbs a few more times, drawing her closer as she focused her magic and brought her pen and paper over to float in front of her.

"Yeah, there you go. Now I can use my full array of skills, and you can write your letter. Now, I have just one question for you before I start: What am I allowed to do to your clothes?"

Twilight thought about what she was currently wearing, then decided she didn't care.

"Whatever you want. And before you ask, you can fondle me however you like, and you can use any part of my lower body. Just take it easy on the back, alright?"

"As you wish," the growtimp replied as he rubbed his forelegs together in anticipation. He pulled Twilight closer to get a better look at what he was doing, and snaked two more tentacles under the hem of her skirt so he could really see his targets. He pulled the short circle of farbic down to her knees, and licked his lips again as the wet spot of Twilight's panties showed. He wrapped another tentacle around the damp fabric, and gave a sharp tug, internally rejoicing as the cloth tore, weakened by the leaked juices. He rubbed the tentacle against her slit, enjoying the sounds of Twilight's quiet moaning before pressing the tip against her entrance a little harder. The end of his sticky appendage slipped into her with little effort, and the tip oozed with the growtimp version of precum, which happened to double as an aphrodisiac. Twilight moaned a little louder as the scratching of her pen on the paper filled the air. The growtimp slid his tentacle further into her, until he pressed against her cervix. Deciding to save that for later, he pulled back out, twisting the appendage as he did to stimulate the suspended mare even more. Twilight groaned as he rubbed against the entirety of her inner walls, and squeaked with a mix of pleasure, pain, and surprise as he thrusted back in. She redoubled her concentration on the letter floating in front of her as another tentacle rubbed between her ass cheeks. Her wings throbbed with arousal, and she hiked up her tail to invite the appendage in. The rubbing had applied a generous amount of the growtimp's pre on her anus, and the already-slippery tentacle pushed in with a barest minimum of friction. The girth of it stretched Twilight's ass almost painfully, making her grunt and whine as the sensation mixed with that of the tentacle being repeatedly shoved into her pussy. The two tentacles began alternating thrusts, each pushing in as the other pulled out, even as the scratching of the pen increased in speed. She could feel them, right next to each other inside her, barely separated by her own biology.

Oh, sweet Celestia this feels good. Hands and magic really just aren't as good as having someone else filling you up. I would rather have a couple of stallions doing this, though. Maybe I can find a couple of naughty ones mixed in with the guards that are sent here, and post them inside my bedroom.

She suddenly gasped as a tentacle lifted her shirt and wrapped around her breast. Another one undid her bra, and the undergarment hung limply below her as she was tilted horizontally. She could feel the tentacle around her breast squeezing as the two in her ass and pussy accelerated. She was panting audibly now, and she saw another two tentacles move toward her bust.

"You still lucid, up there?"

Twilight looked down at the growtimp and nodded, unable to draw enough breath to speak.

"Alright if I fuck your tits? I like the softness of tits when they're wrapped around one of my tentacles, and yours are the biggest I've seen."

Twilight nodded again, and the growtimp had to restrain himself, lest he squee like a hatchling. He unwrapped part of the tentacle that was already holding her tit, and laid one of the two new tentacles between her dangling breasts. He then wrapped both tits with the first and third tentacles, and began sliding the one that was between the soft, furry funbags back and forth. Twilight sighed at the sensation, having never really used her breasts in such a manner before. They had been large enough to attract attention, surely, but she never really saw them as an area of arousal for her masturbation sessions, just a little extra push to get herself off faster and return to her work. Now, though, with the growtimp's slimy, cock-like tentacle sliding between them, she could understand why some mares would enjoy being fondled there so much. The firmness of the tentacle pressed between her mounds felt wonderful. She took a glance down, and saw the end of the tentacle as it emerged, receded, and reemerged from between her breasts. She could see the sticky, transluscent-white precum oozing from the tip of the tentacle, and the scratching of the pen stopped for a moment as the appendage's motions, coupled with the thrusting of the ones in her pussy and ass, hypnotized her slightly.

I wonder....

She stuck her tongue out, licking at the tip of the tentacle as it came close. The growtimp spasmed in surprise, breaking the rhythm of his thrusting, and he held both tentacles halfway inside her, twisting them back and forth as he held Twilight in midair.

"Is something wrong?"

The growtimp shook his head.

"No, just wasn't expecting that. Did you want me to use your mouth, too?"

Twilight considered the idea. On the one hand, she liked what little she had just tasted. On the other hand, though, she was already short of breath. Finally she shook her head.

"Not yet. Put a little more length up, though, so I can lick it while I finish this letter. I'm almost done, here."

The growtimp obliged, holding the tip of his tentacle in front of her mouth as he resumed fucking her. The pen began scratching at the paper again as Twilight licked at the tip of the tentacle. It leaked precum steadily, and Twilight found herself enjoying the salty-sweet taste, but wanting more. The two tentacles hugging her breasts together had slicked her fur down, and it occurred to her that almost her entire body was coated with the sticky white fluid, except for her wings. Looking back for a moment and taking count, she realized that there were still two unused tentacles.

"Hey," she called breathlessly, "touch my wings."

The growtimp obeyed, and Twilight moaned as her feathers grew heavy. She wrapped her lips around the very tip of the tentacle in front of her, lapping at the opening as the pen raced furiously across the paper. Her lower body started to clench when the growtimp's tentacles swirled inside her, and she knew the coming orgasm would be incomparable to anything before or after. She weakly tried to flap her wings, and they moved just enough to shake off some of the extra pre that had been slathered on them. The growtimp, however, knew exactly what she wanted, even if she didn't consciously know it herself. He sent both tentacles to the base of her wings, and dragged the tips along the entire length of each, soaking each feather with another layer of pre. Simultaneously, he squeezed her breasts a little tighter, and drove the tentacles in her ass and pussy as far as they would go, curling them up inside her to fill her even more. Twilight suddenly screamed in ecstasy, and her entire lower body clenched so hard that she wondered, for a split second in the back of her mind, if she was going to pull something. Her juices flooded the already-cramped space of her vagina, and sprayed out, splattering on the floor. Her body shook, causing more drops of the growtimp's precum to drip off her wings as her eyes rolled back in her head and her legs bucked as her body tried to force more of the tentacles into her depths. As the last ripples of the orgasm faded, the pen scratched out another line on the letter, then made a flourish as Twilight signed her name at the bottom. The pen and paper then floated back to the desk, and the paper folded up as the pen returned to its drawer.

Her willpower no longer needed, Twilight let herself go limp in the growtimp's grip. He had stopped moving when she came, and now sat waiting for assurance that he could continue. As Twilight relaxed and her body drooped, however, he became increasingly doubtful of getting satisfaction himself. After two full minutes of Twilight panting, limp and motionless, he began lowering her to the floor and removing his tentacles from her orifices.

"I don't remember saying we were done."

The growtimp froze, and looked closer at Twilight's face. It had changed slightly, and he suddenly felt as though he were being hunted.

"Don't forget the first condition: you don't do anything without my say-so. I didn't say to put me down yet, did I?"

The growtimp shifted his grip on her, and lifted her back up.

"Thank you. That orgasm was by far the best I've ever experienced, but it also exhausted me. I just needed to get some strength back before continuing." She grabbed the tentacle that had been removed from between her tits and replaced it, then grabbed her breasts and squeezed them around the slick length of flesh. She gently rubbed them up and down on the tentacle as she spoke. "Now that I've finished that letter, I can concentrate on you. So first, let me tell you what I want. Put another one of these amazing tentacles you have in my pussy, use this one between my breasts and the other one that was holding them to fill my mouth, and keep fondling my wings with the other two. Fuck me as hard and fast as you want, and at the end of it, I want you to cum wherever your tentacles happen to be. If they're in me, fill me. If they're outside, cover me. I want your cum everywhere, understand? I want to bathe in it while you have full control of my position. I want you to turn me over while you cum, and cover every possible inch of me with jizz. Got it?"

The growtimp nodded, unable to make his mouth work as his arousal throbbed through his tentacles with his heartbeat.

"Good." A glint of metal caught Twilight's eye, and she saw her new camera sitting on top of a bookshelf. Her increased funding for being a full-fledged Princess had allowed her to invest in several new technologies, including a camera design with a timed activation. She grabbed the camera with her magic, and set it up so it could see her entire body. She didn't want anyone else finding out about this just yet, but she did want some reminders for later, and proof for if she ever needed it. She set the timer for every twenty seconds, and loaded as many blank photographs as possible into it. "Now we're ready. Go ahead. Fuck this Princess of Equestria like you want to."

The growtimp smiled ecstatically, and drew out the tentacle in her pussy so he could get the second one in as well. Twilight whined with pleasure as the two slimy appendages slid into her, stretching her out as the one in her ass thrusted furiously at a much faster pace. The one she had between her tits snaked up as another moved over her shoulder, both waiting for entrance, and she opened her mouth wide to invite them in. They accepted the invitation, slowly pushing in as they pulled her cheeks apart and forced her jaw to open wider. She swirled her tongue against the tentacles, licking them as they pushed in and pulled out of her mouth, never quite exiting entirely and only going far enough in to cause the barest reaction of her gag reflex. The movements were mirrored by the tentacles in her pussy, which pulled out when the two in her mouth pushed in, and pushed in when the two in her mouth pulled out. The one in her ass, meanwhile, was pounding away at almost double the pace, pushing in and pulling out with every stop in the motion of the others. The tentacles holding her up moved her back and forth, forcing her more fully onto the tentacles that pushed into her. She moaned around the ones in her mouth and squeezed her tits together harder, feeling the slick appendage moving between them as the camera went off.

She tilted her head slightly, keeping the tentacles in her mouth, and looked down at where the camera was set up. The photograph was fed out of the front, and a surge of arousal swept through her. There was now physical evidence of her lecherous desires. There was now proof that she had wants of the flesh, and was willing to satisfy them. The picture on the floor was all the convincing someone would need to be sure she wanted as much cock as she could get. It made her feel dirty. It made her feel like a slut. It made her feel like a cheap whore.

It made her want more.

She began actively sucking at the tentacles in her mouth, urging them to plunge deeper with every thrust. She pumped her breasts up and down in time with the thrusting of the growtimp's tentacles, increasing the stimulation. She bucked her hips as best she could, attempting to force the tentacles inside her lower body to move further into her. She flapped her wings weakly, shaking off more precum onto the floor as the tentacles there wrapped around the bases of her wings and applied new coats on her feathers. The growtimp smiled as he rubbed several sensitive places on her body, both inside and out, at once. She squirmed a bit, moaning as she gave a particularly powerful suck on his tentacles.

"It seems you want more, Princess. You want me to really go all-in?" He pressed the tips of his tentacles against her cervix, and she nodded enthusiastically. She had never felt that kind of penetration before, even when experimenting on herself with her magic, and as the growtimp invaded her womb with one tentacle, then the other, and resumed thrusting into her every hole, she wondered how she had been tricked into giving up such an amazing feeling of fullness for so long. She made a mental note to not buy any more lust suppressants, and returned her focus to the tentacles covering and filling her body. She clenched her thighs, bucking her hips up and down to try and take more of the growtimp's anatomy inside her. She pressed her tits together harder and began moving them against each other, one up and the other down, to try and stimulate the tentacle more and soak her fur more thoroughly with the growtimp's secretions. She pulled her lips back and slid her tongue between her lower teeth and the tentacles fucking her muzzle, and panted heavily through the small spaces that air could still flow in and out of her mouth. She blew the air out over the soaked skin of the tentacles with every exhale, and slurped noisily on them with every inhale.

Finally, she felt a twitch in the tentacles. The first sign of her partner's climax. She moaned with want, and redoubled her efforts to get him off.

"P-Princess... I'm not gonna last much longer. Are you sure you want it like this?"

She gave another powerful suck on his tentacles and lifted her tail even higher.

"Alright, then.... I'm... cumming!"

Twilight felt every tentacle tense as the muscles bulged slightly, tightening around her limbs, completely filling her mouth, and stretching her pussy and ass even further. Then, time seemed to slow as all at once, she felt the semen spew from them. It bubbled in her womb like a jacuzzi, and she felt the tentacles there retreat as she was filled up with one surge. More jizz shot down her throat, filling her esophagous too fast, and forcing its way up her sinuses and out her nose as she tried to swallow it. Still more was injected into her ass, so hot it felt like she was burning. Cum rained down on and around her from the tentacles fondling her wings and holding her up. And as this all happened, she noticed a bright flash when the camera went off yet again. Its presence had faded into the background for her, ignored in favor of the pleasure of the tentacles, but now she noticed it again as it went off at precisely the right moment to capture her form mid-ejaculation. It fueled her pleasure further, and her body tightened as she climaxed again. This time, though, it was not on her own. The growtimp had only begun to fill her, and time returned to normal as the second flood of cum sprayed into and onto her. She felt one of the tentacles in her mouth slip out and fire onto her face and breasts, while the other gave her another mouthful. She swallowed it immediately, knowing there was more on the way, but enjoying the taste as it passed down her throat.

The two in her pussy, however, seemed content where they were as they poured more spunk into her vagina. The one in her ass was even more eager, and drove further in as it unleashed its second barrage into her. It plugged her anus quite effectively, and Twilight could feel the cum start to move up into her intestines. Another spray of jizz covered her purple coat, and she wondered for a brief moment if it was possible for fur to lose color if it was stained with enough semen. The thought was banished from her mind as one of the tentacles suddenly pulled free of her pussy, and dived into her ass past the first. It hurt for a split second, then the pain faded into even more pleasure as the third wave of cum shot from the growtimp.

Her mouth was filled again as her mane was soaked, and she could feel streams of semen sliding down the curves of her body as the tentacles holding her erupted again. Her pussy was filled past the limit, and she felt some cum escape from her body as the tentacle that remained there pulsed once more. Her ass, however, was now clenched and plugged tighter than a bourbon barrel, forcing the next load of semen to shoot up through her intestines. Her body would not let it go any further, though, and as the growtimp continued to cum, she felt her abdomen expanding. She kept swallowing the salty-sweet fluids, and her fur was saturated with the growtimp's seed. Even her pussy had no more room to accomodate the ejaculations of her summoned partner. But the tentacles in her ass continued to blast their payload into her, until she felt her belly start to swell. Finally, the flow of semen began to slow, and Twilight held the last few spurts of cum in her mouth as the growtimp set her down on the floor and removed his tentacles. With the blockage in her anus removed, the cum poured out in a river as the camera flashed again. She swallowed the load in her mouth, and called to the growtimp.

"Hey. Help me up for a second."

The growtimp obliged, worried about his breach of contract near the end. She kneeled, unable to put any pressure on her abused lower body as semen continued to drip from her at a steady rate.

"That was pretty good. Some warning before putting another tentacle in my ass would have been nice, but I enjoyed it. What's your name?"

The growtimp blinked in surprise as Twilight grabbed one of his retracting tentacles and pulled it close, licking it clean while she looked him in the eye. There was only one reason a summoner would ever want to know the name of what they summoned: so they could summon the same one again.

"Um," he swallowed as another dribble of cum leaked from his tentacle, and Twilight licked it off, "it's Larry. My name is Larry."

Twilight held the tentacle against her cheek for a moment, thinking about his name.

"That's not very interesting. How about we change it? Maybe..." She looked at the floor around her, noticing several strands of cum that had fired almost clear across the room. "Long Shot? That seems more interesting. And appropriate."

Long Shot nodded. This was easily the best day of his life. The plane of Lust didn't have many summonings compared to other, more commonly useful planes, but he had heard of beings who impressed their summoners enough to be given a new name before. The list was not very long, and he was the first denizen of his plane to be added to it. His focus returned to his immediate surroundings as Twilight grabbed one of the pictures taken with her magic. She wove several spells into it, then floated it into his reach. He grabbed it, and turned it over. It was the picture of when he started ejaculating, and the camera had gone off with perfect timing to catch the semen splashing off Twilight's body and shooting out her nose.

"I enchanted it. It will now allow me to summon you at any time, and if you need help or want to be summoned, it will let you communicate with me directly. Also, no one can forcibly take it from you or break it. Don't worry about if it works; I find that my thoughts are especially clear right now, since I've finally been properly satisfied. It will work. For now, though, go ahead and go home. I need to clean up, and I'm sure you want to go brag about this to your friends, right?"

Long Shot nodded. He didn't have many friends, but they would want to hear about this. He concentrated on home, and felt the magic of his own plane pulling him back.

Twilight watched him fade away, then grabbed the rest of the pictures with her magic and put them on a shelf where they would be safe until she cleaned up. She switched off the camera as well, but not before it flashed one more picture and fed it out. She glared at the contraption, then shrugged and decided it wouldn't kill her to have one more picture of herself covered in jizz. Once the camera was put away, she looked around again at the mess and sighed.

"Well, this is what I asked for. Whatever. I feel way too good right now to be mad about it." She looked at her soggy wings. "Besides, he left me a nice little snack, too." She used her magic to grab a mop and bucket from downstairs, filled the bucket with hot water from her bathroom sink, and enchanted the mop to clean up the floor. Once it was moving, she licked her lips and spread one wing in front of her to begin preening herself.

Two weeks later...

Bit Meister strode confidently through the halls of his office building, holding a large envelope in his hand and smiling in the self-assured way that only a businesspony can. He opened the door to the waiting room for his office, and his secretary, Sunny Smile, smiled up at him with half-lidded eyes.

"Sunny, hold all my calls for a few minutes. I have a very important piece of correspondence, here, and I don't wish to be disturbed."

"Of course, sir."

He walked past her, into his personal office, and sat down.

This letter arrived far sooner than I expected. I must have been right. The old Princesses have no modern business sense, too many old traditions clouding their judgement. This new Princess, though, surely must be aware of the possibilties available to fill her treasury. These lower classes don't need all that money, so why not make a new Commuting Tax?

He grabbed a letter opener from his desk drawer, and slit the top of the envelope. He pulled the letter from the envelope, and unfolded it against his desk, using a pair of paperweights to keep it from folding back up on its own. He picked up his reading glasses from their tray on his desk, and began reading the letter.

Dear Bit Meister,

I am writing to inform you that your proposed tax law will not, under any circumstances, be implemented while I still live. It is foolish, greedy, and cruel to enact a tax for commuting to work, and I will personally ensure that this never becomes a full law. I am sure that this news will somehow anger or offend you, but to be honest, I don't care. In fact, I am so entirely apathetic to any negative emotions you may have concerning this news, that I am now writing this letter while being pleasured by a being from another plane of existence. I am so against this law, and I care so little for whatever tantrum you may throw regarding my refusal, that I have no problem letting you know that this refusal is being written while I am suspended in the air and being fucked by an inter-dimensional being.

The sheer level of stupidity one must exhibit to garner from me such a level of disgust for a pony, and apathy for their emotional state, is immeasurable. I like to think that I have a meaningful level of self-control, but in this case I think it exemplifies how truly idiotic your law is. I am literally so incensed and apalled by your arrogant, bit-squandering proposal that I am confident in my ability to finish this letter, while writing it with magic, as I am filled with the appendages of a creature not of this world. Now, if you'll excuse me, I am about to climax, and I wish to find out just how much cum this creature can give me once I'm done spasming with pleasure.

Sincerely,

Princess Twilight Sparkle

Bit Meister stared at the paper blankly for almost a minute as his brain tried to comprehend what he had just read. He had been so certain of his law's acceptance that the refusal alone would have thrown him off. The fact that said refusal had been written during sex with something from another plane had baffled him entirely. At this point, his mind could only really process one thing: he needed somepony to do something for him. He wasn't used to being denied. He put the letter in a drawer, and walked back to the entrance of his office. He opened the door slightly, and saw Sunny filing her nails.

"Sunny, come in here and give me a blowjob."

She put her file down and got up immediately.

"Of course, sir."

At least no one questions my genius here.

Author's Note

I read the latest Rainbow Dash tentacle-fic, and I didn't really like the ending, so I went looking for a one where everything is alright in the end. Turns out, there aren't very many. So I made one. Hope you all like it.

PS. I know the title isn't very creative. I just wanted to make it easy to find.