Author's Note

Kink Spoilers
Transformation
Balloon Ponies
Mind Alteration
Cum Facials
Sex Toys
Characters
Shindig Flare
OC : Thundersong
Octavia
Vinyl Scratch

Musical Balloons

Thundersong followed Shindig Flare to the create-your-own balloon station. It consumed a large portion of the big top because it was by far the most popular section of all. Many ponies were already busy folding, forming and otherwise filling colorful party balloons into all shape and size imaginable.

There were tanks every few feet, so ponies could have quick access to a wide range of various concentrated gas types. Many of the tanks were labeled; for instance, Thundersong noticed that one of the tanks was simply labeled ‘fur’.

Thundersong watched a female unicorn use that tank in particular, she filled an ordinary blue balloon with green polka-dots. When she turned on the gas, the balloon grew fur on the outside, even matching the polka-dot pattern until the balloon was as soft as a cat's coat of fur, but as squeaky, floaty and bouncy as a balloon would be normally.

She gave her new balloon creation a loving hug, then went to search for more balloons to fur-ify.

Thundersong noted that other tanks were labeled, but not clearly or with added ambiguity. Thundersong watched one male earth pony try to fill his large blue balloon with a gas that was labeled self-serve helium. To any sane pony, that meant ordinary helium for which you had to serve yourself. Yet, when he turned on the gas, nothing seemed to happen to his balloon at all.

Surprisingly, his whole body started to puff and inflate rapidly and his coat started to turn shiny blue and rubbery like his balloon. Thundersong watched him desperately try to turn off the gas, but his hooves had become too puffy and clumsy to grip anything. Soon however, he gave up and used his hooves to stroke at his stallionhood, a clear build in pleasure proportional to the addition of pressure of the gas filling his body.

The pony continued to stroke himself until his hooves became too squishy and his joints too stiff to move his hooves anymore. As his midriff filled with gas, he started to float upwards. He moaned continuously, the entire way up to the ceiling of the big-top.

Thundersong watched him float and laughed when he noticed that there were already quite a few previous victims floating above the tank.

Suddenly, as if sensing that the pony was now at full capacity, the tank stopped all on its own. As the hissing sound ended, it was replaced with the last moans of the shiny blue pony above. He reach peak pleasure and orgasmed long blue strands of cum that fell down with heavy satisfying splats. One particular glob rained down on an unsuspecting stallion back, who appropriately whipped the blue spunk with his hoof, a clear look of embarrassment and confusion on his face.

“This looks like fun, can I make a balloon?” Thundersong asked. Looking up had made his head spin more than he thought! It must have been from all the helium gas he’d been breathing, yet surprisingly, he was coming to appreciate the pleasurable dizzy drunk feeling that came with it.

“Mh hm, you sure can.” Shindig smirked and watched Thundersong try to casually hide his unsheathed stallionhood. It was cute how it jerked a few good times before he got it under control.

Thundersong smiled then wandered into the depths of the balloon area. Shindig followed very close behind.

Thundersong noticed that there were grated bins filled with piles of balloons everywhere. There were long balloons, short ones, big ones and small ones, balloons that could be sculpted like clay and others that held their shape like stone; regardless, they all floated and had similar properties to ordinary balloons filled with normal helium. There were even some balloons that made special sounds or played music when you applied some pressure.

Octavia and Vinyl were digging through a bin of the last sort.

“Hey, this one makes a perfect D# sound when you pluck it.” Octavia squeaked a giggle as she flicked her hoof, nice and easy, against the rubbery surface of her long pink balloon. Vinyl chuckled.

“See! I told you this was a good idea. Now, if only I could find a balloon that makes wubs…” Vinyl wondered.

Shindig noticed that Vinyl had searched through a small pile of balloons already, all of which now rested at her hooves. His horn flared briefly with magic as he changed the the small grey balloon she held from a obo balloon to a wub making balloon.

Oblivious to the swap, Vinyl filled her small grey balloon with normal helium gas, then gave it a good hit with her hoof after it was sealed. It created an amazing modulated bass sound that sent shivers down the spines of every pony nearby. It echoed even louder as the sound waves decompressed closer to the ceiling. There, it made a balloon-ifed mare orgasm from the sudden rippling of pressure through her body which caused her an extreme amount of pleasure.

As things would have it, her shiny orange cum landed with a huge splat on Octavia’s flank. When Octavia turned her head upward to the source of the moans, she got another splat of the orange mare cum right to the face.

Octavia turned her head toward Vinyl, a clear look of disgust on her face, but Vinyl’s grin was a mile wide.

“Don’t you dare…” Octavia suddenly glared. Vinyl’s grin grew wider.

“Don’t do it…” Octavia warned again. Vinyl grin put the grinch to shame before she burst into heavy laughs.

“Hehe, bass made that mare cum!” Vinyl hiccuped, well into her fit of laughter. Octavia waited for Vinyl to calm down and get that little joke lyric out of her system. Vinyl wiped a tear from her eye then gave Octavia an innocent smile.

Octavia adorned a blank unamused expression and wiped the mare cum off her muzzle. With one flick of her hoof, she swatted the remaining marecum away.

Thundersong laughed and all together found the whole scene amusing.

“Hey can we stop here for a second? I wanna make a music balloon really quick.” Thundersong decided, after all, he did love making music. Especially tesela music, that was his specialty. He went to the same bin Vinyl had used and rummaged around for something fun to fill.

Shindig smirked and his horn flared with magic again. If Thundersong thought that was amusing, wait till he saw this.

Thundersong rejected a few balloons before settling on a long golden one that he missed near the top, his first pass. It had awkward lumps in it and he wondered what sort of shape it would turn out to be if he filled the balloon with gas.

Shindig watched as Thundersong selected the balloon he’d setup with magic. As Thundersong filled it, two separate ends of the balloon puffed out into small asymmetric lumps, each of which were connected to their own stem. Both stems connected at the end with two short slanted tubes.

“Cool, this balloon is shaped like a double quarter note. It’s kinda like my cutie mark, only without the lightning bolt.” Thundersong was a kind of oddity among hippogriffs, it was a hit or miss on the cutie mark depending on genetics of the couple and a few other factors.

“Yeah, what a coincidence~ you got one that looks like your cutie mark. What does it sound like, I wonder?” Shindig, of course, didn’t have to wonder.

Thundersong waved his balloon in the air which caused both quavers to quiver and ring out their sound. They harmonized into one single beautiful note that echo throughout the area. The sound relaxed all the ponies who heard it, but it had quite the opposite effect on two nearby ponies.

“Do you hear that Vinyl?” Octavia asked. Her ear flicked and twitched suddenly to the tune of the sound Thundersong was still playing.

“Yeah, that sounds nice… Really nice…” Vinyl squeaked with surprise as her clit peaked out from her marefolds.

“Ah yes. Lovely. Can you hear it? A perfect C octave.” Octavia blushed. She was correct, of course, it was two perfect C notes spaced precisely apart. It made her head feel warm, heavy, and slow as honey, but it also had a similar effect to her marehood which leaked from excess heat being produced.

“Ah yes, nice and steady now. 1~ 2~ 3~ 4~” Octavia repeated but trailed off as she continued. She crossed her hind legs with embarrassment, each note was like the slow and steady thrust of a stallion making love. Yet, the beginnings of each note pounded her marehood like a hard hoof slap.

Vinyl had her hind legs spread far apart now, but away from Octavia to hide her lewdness; however, Shindig got the full show as Thundersong had yet to notice. Her marehood winked with each note and continued with Thundersong’s rhythmic waving, until she was closer to the ground and twice as wet.

“Oh Octavia~.” Vinyl moaned exactly what was on her mind. Her whole body trembled with pleasure.

“Vinyl?” Octavia flushed and nuzzled against Vinyl’s neck for support. Only then did she notice Vinyl’s lewd position, but couldn’t help from mimicking her as the musical onslaught carried its tune.

Both their minds were abuzz with emotion until something deep inside snapped. The two mares cried out in orgasm, spilling their purses without ever being touched, then they collapsed in a loving mess beside each other.

Thundersong looked shocked. He’d been lucky enough to catch the two mares just before the throes of orgasm, busy as he was with his new music toy.

“Did you see that!?” Shindig asked. Thundersong nodded.

“Yeah, what was that all about, it was really hot though.” Thundersong admitted reluctantly.

“I think somepony, well some ponies, liked your music Thundersong. Try waving that balloon of yours again?” Shindig conjectured.

“Really? Okay, let me try.” Thundersong squeaked. He waited for the two mares to recover, then he waved his balloon again and both mares were already looking around for the source of the sound with a crazed look.

“There it is again.” Octavia squeaked.

“Find it!” Vinyl said, tongue lolled out of her muzzle.

“Over there.” Octavia pointed to Thundersong who stared wide eyed.

Octavia and Vinyl quickly trotted to Thundersong. Then, Vinyl snatched up the balloon from Thundersong’s claw and shared it with Octavia.

“Hey!” Thundersong squeaked.

“The sound, the beautiful, sweet sou-u-uo-ound.” Octavia moaned and licked one quaver of Thundersong’s balloon which Vinyl held between her and Octavia. Soon, Vinyl joined in and licked at the other quaver until both mares were suckling on it.

“Hey.” Thundersong squeaked a little softer and his stallionhood unsheathed again.

“It’s the most beautiful sound, I-I’ve ever heard, Octavia.” Vinyl squeaked, between licks and suckling on the end of her quaver. The note continued to make sound.

“Hey?” Thundersong asked, even softer this time. He had to admit, this was incredibly hot. Yet, he was still a little sad about the loss of his balloon. Especially, if it held that kind of power over ponies, making it valuable.

“I want… I want…” Vinyl whined, unable to complete her sentence between her desire to speak and her desire to keep sucking on the quaver.

“Want what? … What?” Thundersong asked. He was on his hind hooves now, rubbing at his stallionhood with increasing strength.

“I want it inside me!” Octavia finally yelled.

“Oh yea, y-ye-es!” Vinyl moaned her complete and utter agreement.

“Ah buck… what?” Thundersong blushed. He was being masturbated by a strange magical aura around his stallionhood.

“This scene has become too delicious for you not to continue. Let me help you, my squeaky friend.” Shindig winked, his horn flared with magic.

“But I-I… Okay.” Thundersong chirped softly, giving up for now. It just felt too good.

Octavia and Vinyl stopped licking the note, it only took a moment for both mares to re-position their respective quavers over their engorged and leaking marehoods.

“Oh buck, they meant it!” Thundersong grunted as he felt an extra strong stroke against his stallionhood at the very same moment. Shindig chuckled, but also licked his lips.

Octavia and Vinyl ignored everypony as bounded up and down on their quavers, going down nearly all the way each time. It would have looked awkward for a pony to accomplish this feat, it were not for the short distance that connected the two thrusting mares. They used each others shoulders and gripped the ground against their hind legs for support. Once they found a rhythm, there moans of pleasure synced to the tune of the note they were playing.

“S-S-Sluts...” Was the only word Thundersong managed to grunt as Shindig masturbated him with greater strength. Shindig nodded his agreement.

“Looks like they never want their display to end.” Shindig squeaked. He pointed to their flanks which were swiftly balloon-ifing.

“Oh, look, they are losing their cutie marks too.” Thundersong managed to say. Strangely, it was a huge turn on and he felt like he’d orgasm any second now.

With one final push, both mares took the plunge one last time on the balloon note before they were too stiff to move. Only Vinyl missed and her quaver was pushed deep into her plothole! It went in with a satisfying slurping noise but also with ease because it was covered in plenty of marejuice.

Octavia and Vinyl both screamed, Vinyl for a different reason. Still, both mares had reached peak pleasure and quivered in the throes of a second more explosive orgasm. Moments later, their screams were silenced with a passionate kiss and sealed by an affectionate hug, there marejuice still squirting out soaking the note balloon.

The balloon-ification process continued more quickly after their orgasm, changing their coats into matching shiny solid colors. Inside, they became hollow, stretchy, and filled with helium gas.

“Ah ah, I’m…” Thundersong held a claw to his beak, grunted, then felt a great release of pressure as he came to orgasm himself. Octavia and Vinyl’s muzzles, locked together in perfect bliss by balloon-ification process, were coated with Thundersong’s sticky seed. It dripped and oozed off their slick shiny faces as he came, but some of it stayed, including a particularly interesting string of cum that hung off either side of their locked muzzles.

The newly created Octavia and Vinyl balloon, suddenly had more helium than combined weight. It flew up into the ceiling to join their balloon-ified counterparts. However, they were already gone by the time Thundersong’s head had been cleared of his orgasm.

Thundersong huffed and turned to Shindig, then he looked down at the ground. Some of his spilt seed was there, so he looked elsewhere. Elsewhere was boring, so he turned to Shindig and gave him a guilty look and rubbed at the feathers on the back of his head.

“Hehe, sorry. That was just really, really hot.” Now that Thundersong thought about it, he was still kind aroused by it. His cock twitched slightly out of his sheath. Why did he feel so good? Thundersong took a deep, deep breath. chirrrp, why did he feel so good?

“Ah don’t worry about it, anything for a friend.” Shindig smiled, then his face turned sinister, playfully sinister.

“I’m sure you’d do the same for me, eh buddy?” Shindig lighted up and gave Thundersong a hoof bump to the shoulder.

“Ah, haha, yeah sure. Thanks.” Thundersong chirped, not knowing how he should feel about that.

“Come on, I’ll show you the hot air station next, and if we have time the gift shop too.” Shindig waved for him to move his flank along.

“Awww, do you have somewhere you need to be? I’m not being a burden, am I?” Thundersong asked.

“Nope, not at all. And you can say that.” Shindig squeaked a laugh. Thundersong didn’t know which was which, but Shindig didn’t seem bothered, so he didn’t either.