“So tell me again what happened, Anon, from the beginning.” Twilight Sparkle looked down at him, as he lay on her sofa looking red as a ripe apple.

“I went to get the flower like you asked me to, and then I was attacked, well I wouldn’t say attacked. She had bright pink hair and yellow skin, and when she caught me, well.” Anon cut himself off, as he started to blush a lighter shade of red. Twilight tapped her bottom lip with her pen, and she looked outside of the window.

“Interesting. Well, there’s only one way to find out! I’m going to see this mysterious creature that attacked you!” Anon sat upright looking shocked.

“You can’t!” He protested, but Twilight folded her arms. “She was powerful! There’s no telling what she could do to you!” The look on Twilight’s face, suggested she felt insulted.

“Anon I’m an alicorn who has gone through many years of training. I’m sure a little threat isn’t going to do any harm to me. Now I need you to stay and watch the treehouse, just for a little while, okay?”

“You don’t know what you’re letting yourself into!” Twilight gazed down at Anon, and he soon clammed up. Twilight turned, and headed for the door.

“I’ll be back soon, and if it’s interesting enough then we can analyse this...creature.” The door had already slammed shut, before Anon had the time to retaliate.

“This cannot be good at all!” Anon panicked.

Bright sparks of magical energy flickered from Twilight’s horn, as she lightened the way through the darkness of the Everfree Forest.
“Silly Anon, worrying over nothing. I bet he just got tripped up by a bunny, knocked his head and started seeing things. As if there’s any dangerous creature here that I have to worry about!” Twilight headed past an aged old tree, and from the branches, a pair of malicious red eyes shimmered into view. Twilight heard a rustle, followed by loud flapping. “I didn’t know there was a cave nearby? Maybe Anon really was attacked by something.”

Twilight approached the same clearing, where Anon claimed to have been jumped. Twilight took the time to survey the area, but nothing of interest showed up.

“Hmph, tripped and fell it is, well then time to get back ho-” A loud screech filled Twilight’s ears, and she quickly backed away as a face came into view. Twilight’s horn glowed furiously, and she took aim with her hand. “Stay back! This horn is loaded!” Twilight, however, lowered her hand as she met with a familiar face.

“F-Fluttershy?” There was no mistaking it. Twilight could see her friend standing before her, but something was different. Fluttershy had bat wings, instead of pegasus wings, as well as bat ears. Her hair was quite messy, and she appeared much taller. Twilight looked down, noticing just how large her breasts were. “Why are you naked?” Twi’s eyes widened in shock at what she saw. A-and why do you have a?”

Twilight stopped short upon noticing something else about her friend. Between Fluttershy’s legs was a huge, throbbing horse cock. It was standing erect, dribbling a pool of precum onto the ground. Her massive ball-sack hung below, housing testicles that were probably the size of tennis balls.

Flutterbat moved in a flash, and she pinned Twilight against a rock. Twilight was surprised by her brute strength, and try as she might, she couldn’t release Flutterbat’s grip on her neck. Flutterbat slowly licked Twilight’s neck, and her huge throbbing cock rubbed up against Twilight’s stomach.

“F-Fluttershy, what’s gotten into you!?” Twilight continued to struggle, but to no avail. Flutterbat started tearing away at Twilight’s clothes, and she got a good look at her naked body. Flutterbat’s cock twitched with arousal, as she gazed at Twilight’s medium sized breasts. Twilight suddenly sensed a wet sensation on her nipple, feeling Flutterbat sucking it hard. “N-no, stop!” Twilight blushed, from feeling the arousing tingly sensation on her breast. Without clothes on, the warmth of Flutterbat’s cock against Twi’s navel was more noticeable, and she was getting precum on her skin.

“Such a sexy body! I’m going to screw you hard!” Twilight tried to stifle a moan, and her lower lips spread, upon having a finger slip inside her tight pussy. She couldn’t help but start to secrete juices, whilst being teased by Flutterbat wiggling her finger around inside. “I want you real wet, so you can take all of my big throbbing cock!” Twilight moaned again as Flutterbat’s finger slipped out. She tasted Twilight’s juices, and licked her lips. Flutterbat grabbed Twilight’s head, and she pushed her face against her crotch. Flutterbat began to relentlessly rub her balls in Twilight’s face.

The powerful stench of sweat, and precum filled Twilight’s nose. She felt Flutterbat’s huge balls rub over her lips, and she accidentally sampled it.

“This smell...” Twilight started to feel dizzy, from Flutterbat’s nuts rubbing all over her face. Flutterbat stroked her throbbing cock a little, squeezing more precum out which ran down the length of her shaft, and onto her balls.

“Now suck me off!” Flutterbat demanded, with a piercing gaze.

“F-fluttershy, please stop!” Twilight begged. Flutterbat seized her lower jaw, pushing her face against Twilight’s, with an intimidating stare.

“Suck my dick now, or I’ll ram it all down your throat and choke you on it!” Twilight shivered nervously, reminded of the massive horse appendage hovering above her head. She carefully took it into both hands, opened her mouth against her wishes, and allowed some of the tip in. Twilight sucked on the tip gently, tasting all the precum on her tongue. Flutterbat’s flared head felt huge and hot to the touch. All Twilight could smell when she breathed in, was Flutterbat’s heavy musk from her sweat sodden balls, mixed with precum.

The stagnant stench nearly made her gag, but instead she focused on the flared tip in her mouth, trying to ignore the smell.

“Start sucking already!” Flutterbat snapped impatiently. Twilight took a deep breath, and she started moving her head back and forth slowly. Flutterbat let out a soft moan, feeling Twilight take more of the tip inside. Her cock jolted violently, and expelled more precum in Twilight’s mouth. The combination of Flutterbat’s musk, and rush of fluids, made Twilight gag and cough heavily, as she spat a blob of precum on the ground. She panted loudly, catching her breath, but Flutterbat wasn’t impressed with her performance.

“You can do magic, turn off that stupid gag reflex of yours and deepthroat me!” Twilight obeyed, and after her horn glowed for a few seconds, she took Flutterbat’s tip back inside her mouth. A wide smile spread across Flutterbat’s face, from watching Twilight struggle, as she took in inch after inch of her humongous cock. Flutterbat felt the tip brush against Twilight’s soft throat, and she kept going until it hit the medial ring. Flutterbat stroked Twilight’s cheeks rewardingly, before holding both in her hands. She then proceeded to start thrusting slowly.

The thick veins of Flutterbat’s cock, rubbed against Twilight’s tongue. She could feel the heat radiating from her huge member. Flutterbat moaned blissfully, with Twilight feeling every throb of her stimulated horsecock.

“Mmm, my big dick feels good in your mouth pussy!” Flutterbat bared a sharp fanged smile, increasing her speed against Twilight’s will. Twilight sat there, lifeless and subservient, her mouth helplessly being used for oral pleasure. Flutterbat gazed down at her, enjoying the helpless look in her eyes. “You look so cute having your throat fucked. It’s enough to make me cum!” The thick bulge in Twilight’s throat, rose up and down repeatedly, and Flutterbat closed her eyes in pure bliss. Twilight was already intoxicated by the smell, it couldn’t compare, however, to the huge cock in her mouth throbbing violently.

Flutterbat tightened her grip on Twilight’s head, filling her throat with more cock, as she applied more pressure.

“Oh goodness, it feels so good! I’m gonna cum in your cute little mouth pussy!” Flutterbat tilted her head back, and she moaned louder feeling her balls stir. Twilight felt the throbbing intensify, and eventually Flutterbat’s cock started to lurch in her throat. “Ahhhh!” Flutterbat tiptoed, keeping her huge cock deep in Twilight’s throat, as she came a huge load. She bit her lip, feeling wave after wave of pleasure rush over her crotch. A hot slimy sensation, crawled down Twilight’s throat, as Flutterbat’s seed gushed like a fountain.

Flutterbat put her feet back on the ground, finally relieving Twi’s mouth from her intoxicating cock. Flutterbat used Twi’s face like a towel, for her cock, getting cum everywhere as she stroked the shaft. With her gag reflex out of commision, Twilight swallowed all the cum, and wiped her lips clean.

“I was so pent up, that felt amazing!” Flutterbat looked down at Twi’s sticky, messy face. She stood her up, cleaning her messy cheeks with her tongue. Flutterbat squeezed her erect dick, right between Twi’s soft thighs, sending a shiver down her spine.

“F-Fluttershy!” Twilight gasped, taken by surprise.

“You’re still talking after having your throat fucked?” Flutterbat continued rubbing her cock between Twilight’s thick thighs. She giggled as she made Twilight moan, with her medial ring brushing against her sensitive clit. “You’re so wet down there. Is your pussy begging for this big boy?”

“A-ahh, no!” Flutterbat ignored her denial, taking one of Twi’s breasts into her wanting mouth.

“You’re so sexy, Twilight, such a curvy body. I just can’t resist wanting to fuck you!” Flutterbat pressed her soft lips up against Twilight’s, parting them forcefully with her wet tongue. Twilight tried to fight back, but Flutterbat rubbed her tongue all around Twi’s, as her cock started throbbing again. Twilight felt Flutterbat’s tongue coiling around her own, and it constricted hers with brute force. Flutterbat moaned into Twi’s mouth, keeping their tongues tied. Flutterbat felt her head brushing against Twi’s soft thighs, making her sexually excited for round two.

Flutterbat’s horse cock was coated in more pussy juice, as she continued sucking on Twilight’s tongue hungrily. Flutterbat groped Twilight’s soft round ass, finally releasing her grip on her tongue.

“I can’t hold back anymore!” Flutterbat lifted both Twilight’s legs, leaving her back to lean against the rock. She moved her waist between Twilight’s thighs, spreading Twi’s puffy pussy lips with her thick tip. Flutterbat licked her lips, keeping the head level with Twi’s slit. She proceeded to penetrate, feeling Twilight’s tight folds give way. Twilight’s pussy secreted more nectar, dripping all over Flutterbat’s tip, as it squeezed in slowly. Already Flutterbat could feel the inviting warmth, from Twi’s inner walls wrapping tightly around her penis.

Twilight felt Flutterbat’s hot thick rod invading her nethers, seeing more and more cock-meat slide inside her, making her squirm.

“Fuck, so tight. Twilight you’re pulling me in!” Flutterbat felt the slimy warmth crawling down her dick, eventually she squeezed the middle ring inside, and kept going until she bottomed out. Twilight felt the reverberation, coming from Flutterbat’s horsecock buried deep inside her. Flutterbat gazed sexily into Twilight’s eyes, before motioning her hips slowly. Twilight winced from feeling the colossal schlong spreading her wide.

The intense heat from Twilight’s velvety femness, made Flutterbat feel like her cock was melting. Flutterbat pressed her boobs up against Twilight’s, keeping her thighs spread wide.

“How does my big horse cock feel!?” Flutterbat kept her gaze locked on Twilight who could only moan. “Your pussy is definitely enjoying it. I can feel it milking my big veiny dick! You keep squeezing and sucking!” Try as she might, Twilight was being overwhelmed. She’d never felt a cock this big inside her, as well as Flutterbat’s huge breasts, squashing against her smaller pair. The sexual activity was making their bodies sweaty, and Flutterbat was clearly enjoying herself, obvious from her loud moaning.

Flutterbat picked up the pace, and she spread Twilight’s thighs to allow more room. By now Flutterbat’s huge dick was coated in a film of pussy juice. Flutterbat’s thick medial ring squeezed out slowly, leaving Twilight’s pussy spread wide around it. Flutterbat’s cock slid right back in, making juices squirt everywhere.

“I can feel you twitching inside, are you gonna cum? Should I make you, huh? I bet you want to cum from this fat horsecock spreading your tight cunt?” Twilight’s vision started to blur, and the heavy musk was dulling her senses. All she could feel was Flutterbat’s large cock lodged deep inside her. The thickness of it, and the constant throbbing, was pushing her nerves to the limit. Flutterbat resumed thrusting, loving the wet squelching sounds Twi’s snatch made, as her huge penis squeezed in and out.

Twilight’s eyelids dipped, her resistance against the big pleasing dick inside her was wearing thin. Her face was fully flushed, and she could feel herself giving in unwillingly. Flutterbat could tell she was resisting the pleasure still, in turn, she spread Twi’s thighs wider. Flutterbat found she was able to thrust deeper, allowing her to take advantage of Twi’s tight pussy.

“Cum on my big horsecock. I want you to squirt all over it!” Flutterbat smiled suggestively, engaging in a deep stare with Twi. She rammed her waist into her repeatedly, causing Twilight to pant helplessly. Her panting soon turned to moans, however, as she felt her clit throb intensely. “Fuck, I forgot how good it feels. I’m going to cum too!” Soon the forest echoed with the sexual moaning of Twilight, and Flutterbat, alternating back and forth. Flutterbat threw her head back, feeling her muscles contract on cue, as she came for a second time.

Flutterbat drooled, loving the sensation of Twi’s tight pussy, vigorously milking her pulsating penis. Twi’s snatch reached full capacity, and forced Flutterbat’s cock out, as she continued squirting a mixture of juices, and leaking cum on the ground. Flutterbat’s hips lurched back and forth, spraying Twilight’s waist, and soaking wet lips with a generous helping of seed.

Flutterbat could feel her balls getting lighter, as her orgasm ceased. Twilight’s crotch was hit by the last spurt of cum, that came flying from Flutterbat’s tip. The two girls collapsed onto the mess of cum and fem-juices, partly exhausted from their romp. Flutterbat rolled on top of Twilight, getting her back soaked in the sticky mess.

Finally the two girls caught their breath, but Flutterbat was still hard, and her balls still feeling large.

“More. I want to cum more. I’m so horny, this smell, this big aching dick! It’s driving me crazy!” Flutterbat stroked her huge rigid penis, until Twilight’s soft round ass caught her attention. Twilight suddenly felt her body move, looking down, she spotted Flutterbat’s head between her well-pronounced thighs.

“W-what now!?” Twilight gasped, reacting to something penetrating her tiny hole. She felt it going deeper, forcing her to hold back another moan as her pussy lips vibrated, caused by Flutterbat moaning into them. Flutterbat rolled her tongue around, pushing it deeper inside Twi’s snatch. She began to excite her nerves again, leaving no time to rest from the previous orgasm. Like a sinister snake, Flutterbat’s tongue crept slowly out of Twilight’s creamed pie hole, and she swallowed the load of cum and juices in her mouth.

Out of nowhere, Twilight felt her buttcheeks being spread, exposing her tight puffy donut to Flutterbat.

“It looks yummy and soft, good enough to eat!” Flutterbat helped herself to Twi’s anus, startling the unsuspecting mare. As if that wasn’t enough, Twi felt Flutterbat’s tongue crawling inside.

“Please! Wasn’t cumming twice inside enough already!?” Twilight held back another moan, as Flutterbat rimmed her asshole.

“No way! I’m still horny, and I have another load in me. My balls ache so much, I need to cum!” Flutterbat got a good taste of Twi’s butthole, and she could feel her tongue being squashed inside. “Another tight hole to fill with my dick!” Flutterbat’s tongue slipped out, and she got Twi on her feet, bending her over into a suitable position.

“You have such a big butt, Twilight!” Flutterbat smiled, spreading her ass wide, playing with it as if it were putty.

“Ahh, don’t! It’s embarrassing!” Twilight blushed heavily, reacting to her anus being spread far open. Flutterbat’s wide tip found her, and using the mixture of their sexual secretions as lube, she started to slide in.

“Your ass is resisting me a lot!” Flutterbat grunted, managing to force her way in. She could feel Twi’s butthole seizing up, which only slowed down progress. The resistance, however, only made penetration feel better, and once again Flutterbat managed to bottom out. Twi could feel Flutterbat’s rough hands on her waist, as she pressed her hips into Twi’s butt, feeling them sink in softly. Twi could feel Flutterbat starting to thrust slowly, eventually getting into a rhythm. Despite the tightness of Twi’s anus, around Flutterbat’s thick cock, the lube allowed her to glide in smoothly.

“Ooo, yes! Your ass feels so good, Twi!” Flutterbat closed her eyes, and started pounding Twilight from behind, causing a grin of pleasure to spread across her face. Her hips bucked wildly, with the resulting force rocking Twi back and forth, as Flutterbat’s huge breasts swung in rhythm. Flutterbat grabbed Twi’s soft pair of breasts, kneading them hard like dough, causing her to cry out in pleasure.

“I-it’s so dirty. My ass feels weird, but good! I can’t help it!” Flutterbat smiled with delight, glad that she had won over her prey.

“How does my big horsecock feel huh?” Flutterbat pinched Twi’s pink nipples hard, forcing another moan from her lips.

“Ahhh! Gosh it’s so big, and thick and smells wonderful! It’s stirring me up inside!” Flutterbat smiled and teased Twilight’s nipples again. Her purple horn glowed, and an extremely warm, and pleasing sensation engulfed Flutterbat’s ballsack.

“Fuck, your magic is making me feel so good!” Flutterbat moaned, pounding Twi’s ass harder, in response to the added pleasure. They heard every slap echo in the forest, and Twi’s butt jiggled with every hit. “So tight! It feels great having a cock!” Flutterbat squeezed her own large breast, and she felt another pang of pleasure, as Twi concentrated the spell. Flutterbat moaned with delight, feeling her balls vibrate, mixed with the pleasure of Twi’s ponut squeezing down on her cock.

“Yes, I’m gonna cum again! It feels so good shooting my load. I love how it twitches, and shoots cum everywhere. I love my big, hard horse dick!” Flutterbat leaned forward, nibbling on Twi’s ear, sending her a mixed feeling of pain and pleasure. She used her free hand to stimulate Twi’s clit, rubbing it around in circles with her thumb. It twitched like crazy, firing waves of pure bliss through Twi’s nether regions. Twilight felt her legs go weak, and her clit throbbed as hard as Flutterbat’s cock in her ass. Twilight intensified the spell, causing Flutterbat to moan loudly in her ear, as she felt her balls being stimulated intensely. “Ahh, yes. More! Massage my huge balls more! Make me cum, Twilight, I wanna cum!”

Flutterbat flicked Twi’s sensitive bean, almost sending her over the edge. Twilight cranked the spell up to the max, hearing Flutterbat howl with pleasure, from the dam bursting. Twi drowned out the noise with her own moaning, unable to resist cumming herself. Flutterbat pulled out, and stroked her huge horsecock. She threw her head back, as thick ropes of cum ejected from her thick penis, whilst Twi sprayed the ground with pussy juice.

“Ahh, I can’t stop cumming! It feels so good!” Flutterbat kept stroking her huge dick, covering Twi’s ass with her incredibly large load. Her throbbing cock sprung up and down, creating waves in the trail of thick, and seemingly endless seed. Flutterbat’s hips humped the air, and she watched her big dick, spraying its load still, as Twi kept her spell focused on pleasuring her massive balls. Flutterbat could feel her nuts getting lighter, and lighter. The contractions were still coming, causing her shoot her sticky stuff like a fire hose.

Flutterbat’s eyes rolled back into her skull, leaving her rocking her hips three more times, before finally the last rope of cum flew onto Twi’s back. Twilight had already stopped cumming a while ago, and she soon smelled the thick heavy scent of Flutterbat’s cum on her body. The slimy warmth crawled down her back, and between her asscheeks, drooling down her rounded thighs. Flutterbat kept stroking her dick, finally worn out, going limp as a result of exhaustion.

“T-that was amazing! Cumming like this feels so good, I love how it all shoots out!” Twilight got underneath Flutterbat, using her face, as a rest for her limp cock. She started cleaning it with her tongue, savouring the thick seed, which tasted like sweet apples. Twi finished polishing off Flutterbat’s longhorn, and they embraced each other on the ground. Flutterbat kept her limp penis tucked between Twilight’s legs, and she felt her sides being stroked, as they made out on the slimy wet ground.

“Fluttershy, t-that was amazing! I never knew you had it in you!” Flutterbat blushed a little, hearing Twilight’s comment.

“I guess the full moon really brings out the wild side in me.” She grinned, whilst baring her fangs. and kissed Twi again.

“You really think I have a sexy body?” Twi blushed. Flutterbat nodded, and squeezed her boob, making Twi giggle. “T-thank you Fluttershy. But, maybe not so rough on my butt next time?”

“I couldn’t help it, it was so arousing. I like it.” She smiled arousingly, as Twi booped her nose.

“Thanks.” The two mares lay in each others arms, and Twi felt the warmth from Flutterbat’s flaccid cock, radiating against her pussy lips, as they snuggled on the ground.

Author's Note

First time sharing something like this. Hope you enjoyed it!