Clopshots (Season 6)

by James Light

Rating: mature
Tags: Main 6, My Little Pony: Friendship is Magic, Other, Romance, Spike, Sex
Length: 118557

A collection of clopfics based on each episode of Season 6 taken from start to finish within a 24-hour period. Want to see what kind of activities our little ponies get into when the cameras go off with little to no story? Then enter (if you dare)!

A collection of clopfics based on each episode of Season 6. These one-shots are started (and finished) within a 24-hour period as a challenge to write faster while also keeping as much quality as possible (which, for the most part, is very, very little quality).

So, want to see what kind of activities our little ponies get into when the cameras go off (with little to no preparation for the author beforehand)? Then enter, if you dare!

WARNING: For the love of Celestia, I am not kidding when I say that each and every one of these was rushed! If you're looking for the Mark Twain of clop, then you may want to look elsewhere!

Episode 1 - Fatherhood is Hard. Really, Really Hard.
Rarity, being such a generous mare, helps a frazzled Shining Armor relieve some stress.

Episode 2 - A is for...
Spike, reading from Twilight's list, suggests that Starlight and Sunburst try something a little different to rekindle their friendship.

Episode 3 - I Got a Party Cannon for Ya...
Maud tracks down the stallion who Pinkie traded her party cannon to for her gift, but when the stallion makes a lewd, off-hoof comment that Maud agrees to, things get a little more heated than Rarity had expected.

Episode 4 - Doing Things Together
After Applebloom learns of a certain 'adult' activity, she returns to the clubhouse and tells her friends all about it. They even get to play it, too!

Episode 5 - The Dragon Way of Saying "Thank You"
Just before the group leaves the large, underground cavern that had housed the Bloodstone Scepter, Ember tells the mares to go on ahead to personally "thank" Spike for everything he did for her.

Episode 6 - A Blossoming Friendship
Starlight, tired after a day of trying and failing to make a single friend, decides to relax with a "special" kind of package at the Ponyville Spa.

Episode 7 - Rule #2
Rainbow, after a terrible first day training with the Wonderbolts, finds herself the center of attention after Spitfire points out a certain rule pertaining to the worst flier of the day.

Episode 8 - Hearth's Warming Future
Snowfall, surrounded by a pack of Windigos, begs the Spirit of Hearth's Warming Future to send her back so she can prevent herself from ruing Hearth's Warming. The Spirit (and the Windigos) have other ideas.

Episode 9 - The Party (Upstairs) Never Stops
In order to convince the illustrious DJ Pon-3 to turn down her music for the grand opening of her boutique, Rarity finds herself joining in on the activities taking place within Vinyl's 'Club Pony Party Pleasure Palace'.

Episode 10 - The Final Chore
Applejack, finished with her chores in record time due to help from her friends, notices that her brother, Big Macintosh, has returned from his trip to the market and, with a passing nod towards her, has entered the barn. Good thing, too, seeing as her final chore of the day is "meeting" with her brother. Problem is, her friends are still here and want to help her finish her final "chore"! What is a mare to do!? Here's a hint: they help!

Episode 11 - Zephyr's Reward
Fluttershy and Rainbow Dash reward Zephyr for finally doing something on his own. What kind of reward, you ask? Sex, of course!

Episode 13 - Rumble in the Jungle
Rainbow Dash and Daring Do show Quibble that not everything makes it to the books, especially not the after-adventure "celebration".

Episode 14 - The Applewood Fellati-thon
The Ponyville Schoolhouse participates in something a little more adult than a cart race.

Episode 15 - When a Prank Goes Terribly Wrong
Applebloom, Sweetie Belle and Scootaloo, already wildly successful at selling cookies, come upon Thunderlane's house in the dead of the night. They sell him a couple boxes and head inside to hang out with Rumble, their classmate and Thunderlane's brother, for a little while, but little do they know that Rainbow Dash has laced the cookies with a fast-acting and very, very potent aphrodisiac.

Episode 16 - Black Changeling Needs Food, Badly!
Thorax, narrowly escaping certain doom due to the efforts of his friend, Spike, suddenly finds himself as the center of attention. Little does he know that, looking from a distance, Princess Cadance and her husband, Shining Armor, have cooked up a little plan to make sure their newfound friendship starts on the right hoof.

Episode 17 - The Heroes' Reward
The Mane Six, back from their trip to Yak-yakistan, return to the Castle of Friendship just in time to watch Spike, Big Mac, and Discord slay the evil Squizard in their game of Ogres & Oubliettes. Upon seeing their intense fight, Rainbow Dash and Pinkie Pie decide that they want to join in. However, in order to join you need to be written into the game, and Discord has just the idea to get all six mares in on the fun...

I mean, the heroes need to be rewarded, right?

Episode 18 - Braeburn has Pinkie's Pie (and eats it, too!)
Braeburn never expected a face-full of Pinkie Pie's mare-bits mid Buckball game, but now that he'd seen it he can't stop thinking about it! The plump contours, the juicy folds... It was no wonder he wound up losing the game for his team! Now, with his ego bruised and libido starting to act up, Braeburn finds himself heading home with nothing to show for it...

At least until a certain pink mare and her pegasus friend come over to see how he's doing!

Episode 19 - Gabby's Helping Hand Claw
If Gabby left right after talking to the CMC about her Cutie Mark (leading to the CMC heading all the way to Twilight's Castle, talking to Twilight, and THEN going to find their feathered friend), then why did they catch up with her so easily?

Because Gabby and Time Turner banged, obviously! (It's a clopshot, what else did you expect?)

Episode 20 - The Pre-Con Ritual
With their con against Gladmane in place, Flim, Flam, Applejack, and Fluttershy retreat to the brothers' suite to wait out the hour before their tour will begin. However, little do Applejack and Fluttershy know that the brothers' have quite the interesting pre-con ritual they'd like to perform with them. What kind of ritual, you ask? You do realize this is a clopshot, right?

Episode 21 - Accelero + Similo Duplexsis = ???
Accelero and Similo Duplexsis, when combined in just the right way, make it so you can be in two places at once. Of course, when Twilight and Spike see that there's two Starlight Glimmers, their minds start to go to certain... adult places. And, seeing as this is a clopshot, they might just accidentally let these ideas out into the open, resulting in, well... You get the idea!

Episode 22 - Fixing Fractured Friendships, by Princess Twilight Sparkle
Twilight fixes Applejack, Rarity, and Pinkie Pie's broken friendship by inviting them back out onto the boat and showing them that it was all just a simple mistake and that they were just trying to make their previous boat trip one to remember have them give Spike a blowjob. Because what better way is there to mend a broken friendship than that?

Episode 23 - A Tale of Two (Young) Apples
With her blabbermouth of a brother threatening to tell Granny Smith about the little white lie she told Filthy Rich, Applejack says that she'll do anything for him if he'd just go along with it. Big Macintosh takes her up on her offer with a rather... risqué idea.

Episode 24 - Wingponies For Life
Sky Stinger and Vapor Trail. Vapor Trail and Sky Stinger. Where one flies, the other is sure to follow. Even when it comes to the Wonderbolts, it seems, as the two best friends have just become the latest recruits to the most famous flying group in all of Equestria! Now, with the two wingponies checking out their new duds in the locker room, Vapor Trail gets an idea for a special kind of celebration after getting an eyeful of her best friends junk.

Episode 25 - A Princess's Cry for Help
Princess Celestia and Princess Luna, captured and taken deep within the Changeling Hive, find themselves under attack by a seemingly never-ending horde of Changeling drones. They do, however, have a faint glimmer of hope - while their magic has been dampened by some unseen force, Luna can still check in on the dreams of one Starlight Glimmer. Now, with the fate of Equestria in their hooves, Celestia must hold off the rather sexual advances of the Changeling horde as Luna informs Starlight of their dire situation.

Episode 26 - Thorax vs. Chrysalis: The Final Battle
With the fate of Equestria on the line, Starlight Glimmer and Thorax go head to head with Queen Chrysalis and her Hive of Changelings. What they didn't expect going in, however, was a certain drone magically transforming into something new, and what they really, REALLY didn't expect was said drone gaining a new, interesting way of giving his former Queen all the love she could ever ask for...

A really big dick!

Season's End Special #1 - Gabby and the Quest for a Cutie Mark
Gabby, looking to earn herself a cutie mark, meets with the Cutie Mark Crusaders inside their clubhouse to ask them for some assistance. When she mentions a certain activity that she likes doing, however, the trio of fillies wind up helping her in a very... different way

Seasons End Special #2 - The Official Daring Do Adult Experience Adventu-cation
Rainbow Dash and Quibble, taken by Dr. Caballeron and his minions from the Daring Do convention, find themselves in deep, deep trouble in the middle of some foreign jungle. When things start to heat up, however, one pegasus becomes the target of four rowdy henchponies as the other... Well, the other continues to believe that it's all just an act!

Cover by me!

Published 2016-03-28 02:10:02 UTC
Last updated 2016-11-02 03:57:21 UTC

Episode 1 - Fatherhood is Hard. Really, Really Hard.

Rarity sighed as she walked down the halls of the Crystal Castle. Rainbow, Applejack, Fluttershy and herself had all been tasked with helping Shining Armor set everything up for The Crystaling of his new-born Alicorn foal. So far, it had gone rather... well, to say it had been going smoothly up until that point would have been quite the lie. In fact, the frazzled father had practically maimed a pair of his own guards just by choosing them to be his Honor Guards for the ceremony. He then followed that up by almost having a heart-attack from just choosing the Crystal of Purity from her professionally organized and very fashionably-housed box of crystals!

Scanning the rest of the group to make sure nopony was paying attention to her, she brought out the blue-green box and looked at the five crystal shards held within. ‘I mean, really, how hard is it to choose from a spread of such distinctive gems?’

She sighed again as she turned towards the stallion leading them down the hall, frowning as Shining tripped over himself and almost fell flat on his face. ‘Hmm… I suppose he HAS been feeling a little under the weather lately… I'm sure having a baby Alicorn can be somewhat of a challenge. Celestia above, I don't want to even think what it would be like to not get my beauty sleep every night!’

She watched him stagger forward for a few moments, feeling a strange sense of sympathy for the stallion so suddenly thrust into the realms of fatherhood. It was as if the strapping stallion she had met at his wedding had been drained of his youth! In fact, something seemed a little… off. What it was, she wasn’t sure, but the stallion certainly seemed to be a little tenser than just a lack of sleep would imply.

Rarity's frown deepend as her generosity formed an ache in her chest. ‘If only there was a way to help him relieve some of that stress… I'd hate to see him so out of it for such an important da-’

A sudden flash of movement coming from between the stallion’s legs caught her eye. Squinting, she did her best to focus past the tail partially obstructing her view. She caught another sliver of the dark mass swinging back and forth underneath the stallion’s stomach, though it wasn't enough to identify exactly what it was.

‘Strange… what is tha- oh. Oh my…’

The snow white fur of Rarity’s cheeks turned bright red with a blush. The strange appendage-like form swaying beneath the Prince was, embarrassingly to her, his half-erect royal scepter. The rather... impressive, if Rarity was being honest with herself, length had dropped from the confines of its fleshy home and now dangled freely towards the floor. Judging by the fact that Shining did nothing to hide his part-boner from the group of mares walking right behind him, the sleep-deprived father had apparently not noticed it himself.

Rarity nervously glanced at the rest of her friends. Seeing the casual gait with which they followed the unknowingly-indecent stallion, it appeared that they either hadn’t noticed or were much better at hiding their unease than herself. Nevertheless, seeing as Shining was already having a rough time of it lately, she decided she might as well be the one to inform the poor Prince of his peculiar predicament.

Picking up the pace, but not enough that her gait might be called un-ladylike, she caught up to the stumbling form of Shining Armor and walked side-by-side with him for a moment. A blast of his scent washed over her senses as she reached him, stronger than what Rarity would call normal due to what she assumed was a slight lapse in hygiene from the various difficulties that came with having a newborn foal. Strangely enough, however, she felt the pair of lips hidden beneath her tail dampen as the musk began to cloud her mind.

With a blush growing on her face, Rarity leaned in and whispered into Shining’s ear. “Uhm… Shining?”

Shining lurched away with a yelp, once again nearly falling over onto the ground. “AH! Huh, wha…” He glanced over at Rarity and shook his head, hoping to clear some of the cobwebs that just didn’t seem to want to break away from his mind. “Oh, Rarity… sorry about that.”

She gave him a warm smile, or at least as warm a smile one could give when you were trying to notify somepony about the erection they had swinging in the air beneath them. “No worries, dear. I know being a new father has been rather… tough on you.”

Shining wearily chuckled. “Yeah… mostly the lack of sleep…” His eyes started to drift close until they popped back open with a start. “Ugh... What I would do for a moment to relax…”

Rarity felt the blush on her face heat up. “Well, uh, Shining… let’s just say that a certain part of you is certainly ‘relaxed’ right now…”

“Huh?” He glanced between his legs as Rarity tilted her head a couple times beneath him. His head popped back up with an embarrassed blush on his face as he saw just what the mare was getting at. “Oh! Oh my gosh! I’m… I’m so sorry!”

Rarity comfortingly placed a hoof on his shoulder. “Don’t worry about it, dear. Like I said, I know it’s been tough.”

Shining sheepishly rubbed the back of his head. “Yeah, uh… between the end of Cadance’s pregnancy and all the troubles we’ve had with the foal, I haven't really had the chance to, uh… ‘relieve’ myself in quite some time.”

Once again Rarity felt a dampness beneath her tail, this time accompanied by a wave of warmth washing over both her cheeks and her lower lips. ‘Haven’t relieved himself in a while, huh? Hmm…’

Her face perked up as a metaphorical bulb lit up inside her head. 'Ideaaa~!'

She checked both sides of the hall, a devilish smirk growing on her lips as she saw a small guest room just ahead. Turning towards the rest of her friends, her horn lit up and began pushing the near-comatose Shining towards the door. “Oh, girls! I’m going to, uh…” She glanced at the exhausted stallion looking back at her with a half-questioning, half-frayed look in his eyes. “Ummm… freshen Shining Armor up a little. You know, make him look fabulous for his big day!”

Fluttershy, looking a little more worried than what was normal for the perpetually-nervous mare, glanced at both her and Shining in rapid succession. “Oh, um… would you like some help?”

Rarity chuckled and waved her off, hoping the light laughter didn’t sound as nervous to her friends as it did to herself. “Oh ho ho, Fluttershy, you are too kind! Thanks for the offer, but no, I think I can take care of this myself. Just, uh… wait out here for a moment. It’ll only take a minute!”

With that she shoved Shining into the room, slamming the door behind her without ever turning back to look back at her friends.

Applejack and Rainbow shared an incredulous glance at one another. “You see her checking out Shining’s junk?”

Applejack nodded. “Mhmm. That girl’s easier to read than an apple tree in harvest season.” She smiled, one that was perfectly mirrored on her friend’s face. “Wanna listen in?”

Rainbow chuckled. “Ya dang right I do!”

With that, both Rainbow and Applejack dashed up and pressed their ears to the door, an embarrassed Fluttershy standing in the middle of the hall behind them.

“Oh my…”

Rarity had no problems tossing the sleep-deprived stallion up onto the bed, leaving Shining Armor flat on his back with his hind legs dangling off the side of the mattress. The dark shaft between his legs swung into position, a slowly inflating obelisk of masculinity that made her mouth water and her marehood moisten as it pointed towards the ceiling.

Shining rubbed the side of his head, somewhat dazed from being so unceremoniously dumped onto his back. “R-Rarity? What… what are you doing?”

Rarity stood between his spread out legs, licking her lips as her eyes trailed up the center of the his trim musculature. “Mmm… I’m just… helping you relieve some stress, is all.”

Shining blushed, blood rushing through his body in two different directions as his cheeks lit up in step with his stallionhood growing to full mast. “B-but… what about…?”

“Shh…” She placed a hoof on his stomach, smiling to herself as she felt the muscles hidden beneath his fur clench at the sudden contact. “Let Miss Rarity take care of you…”

Her hoof trailed down past his waist as she knelt down, bringing her face within inches of the prize sitting between his legs. She caught another whiff of his scent, this time properly diagnosing it as a stallion’s lustful musk that had built up over several weeks rather than any lack of proper hygiene. Her eyes fluttered closed as it permeated her senses, and as her hoof reached the base of his shaft she leaned in and puckered her lips.

Shining’s entire body shuddered as she placed a kiss right on the tip of his cock. A deep, guttural moan escaped his lips as her hoof wrapped around the bottom, and he let himself relax atop the bed as Rarity began making a trail of kisses down the underside of his stallionhood. “Ohhh… Rarity....”

She chuckled to herself, washing the base of the rod she worshiped with a blast of warm air. “Mmm…” - she kissed just above the ring at the center of his length - “That’s it…” - She kissed the bulging vein running down the entire shaft, moaning as she felt Shining’s balls press into her chin - “Good boy."

Each touch of Rarity’s soft lips against him sent shockwaves of pleasure racing up his spine, and when she planted a wet smooch on the center of his balls he nearly sat upright from the resulting blast of bliss. Instead, he simply accepted his fate. A nice, relaxing ‘oral session’ would probably do wonders for his nerves, and the tingling in his balls that grew as Rarity kissed each of his orbs certainly showed his lower half had no problems with letting the mare do whatever she pleased.

Rarity reached the end of her journey, kissing the base of his balls before reversing her direction back towards the shaft that called out to her for help as it throbbed in need. This time, however, she opened up the gates of her lips and let loose the tool of pleasure hidden within. Her tongue dragged up the crux between Shining’s twin sperm-silos, bunching up the skin and lifting the sac ever so slightly from its resting spot against his body before letting it fall back down with a fleshy smack. Both she and Shining let out matching moans when she reached the ground floor to his tower of lust, the stallion's distinct flavor stronger around the bunched up skin of his sheath.

Shining brought a foreleg up to his head and draped it over his eyes. “Ohhh… Celestia above, Rarity…” One of his hind legs began to twitch as the white succubus between his legs began her trek up his spire of lust, kicking weakly in an effort to curb the assault of pleasure coming from his crotch as she passed the halfway point of his length in record time.

Rarity chuckled as she reached the summit of Mt. Shining, the playful laughter transforming into a heated moan as she flicked her tongue across the bead of pre that had formed at the peak. “Mmm… you haven’t seen anything yet, my Prince…”

Shining picked his head up and glanced at the mare between his legs. Rarity gave him a warm smile and a couple tugs on his shaft with her hoof, causing another pearl to form at the top of his stallionhood. She kept her eyes on his as her tongue darted out and scooped it up, swirling the small sample of his essence in her mouth for a moment before swallowing with an over-the-top “Ahhh…”.

After planting one final kiss on the tip of his cock, Rarity gave him a slyly wink and turned her attention to his needy length. This time, rather than puckering her lips and pecking the top of his stallionhood, she pressed her mouth against it and let the steel rod between his legs forcefully pry them open on its own.

Shining let his head fall back onto the bed and groaned. The wet warmth that had suddenly enveloped the first couple inches of his shaft were indescribable! He had received plenty of blowjobs from Cadance before, and don’t get him wrong, the love of his life was an expert at all things carnal. But now, after going so long without a single touch to his tool of lust,  it seemed as though his sensitivity had gone through the roof. That, plus the fact Rarity was no slouch as she slobbered over his rod and brought a hoof up to rub at his balls, already had the frazzled stallion near the edge of orgasm.

And then Rarity pushed herself down all the way into his lap, taking his entire length into her maw.

Shining’s head snapped up and stared down at her in awe. He gasped as he saw that, even with her nose shoved into his fur and her chin resting against his balls, her eyes were still focused on his. There was a mad gleam to them, and Shining felt like he would be somewhat afraid of it if not for the humid sauna his cock now found itself in. Instead, he gave her a rather crooked smile and, with his eyes, begged for her to continue.

Rarity smirked, or at least as well as she could with over a foot-long rod of stallion flesh shoved between her lips, and with another wink towards the flabbergasted Prince she began to fulfill his request. Inch after inch of spit-soaked shaft slipped between her lips, the oversensitive flare at the tip of his cock dragging across the top of the constricting tunnel that was her throat. His eyes widened as she reached the very tip of his length, his body shivered as she lapped at the flat head still held in her mouth, and then he released the breath he hadn’t realized he had been holding in as a gasp as she sunk back down in one smooth motion.

His eyes rolled to the back of his head as the paragon of pleasure between his legs once again took him to the base of his cock, the mare swallowing a couple of times to massage the top half of his length with her throat before pulling away once more. She settled into a rhythm, striking the top of his rod with quick lashes of her tongue before taking himself to the base with such skill he swore she had done this plenty of times before. Once there, she would swallow and moan around his stallionhood, and then the entire cycle of carnality would repeat again. And again. And again.

It didn’t take long for Rarity to feel the weighty orbs sloshing with weeks-worth of pent up stallion cream start to pull away from her hooves up towards Shining’s body. The thought of taking in the Prince’s most primal of essences into her body brought forth a moan from her lungs and a pleasure-filled flutter to her marehood. She felt the burning desire between her legs grow, a siren’s call pleading with her to take care of the ache below her waist. However, this was all for the stressed out stallion laying on the bed. So, feeling generous, she kept her focus on the task at hoof and hastened the bobs of her head.

Shining kept his eyes clenched shut, leaving him with only the cacophony of lewd noises coming from the mare and the sensation of somepony sucking his cock like a pro. Had his mind been clear and his body well rested, he would have certainly tried to hold off his climax for as long as possible to maximize its impact. Sadly for him, he was most certainly not at his peak physique, and within moments each bob of Rarity's head was another push against his psyche to just give in and let it happen. He moved a hoof down and pressed it against Rarity's cheek, hoping that she might slow her incessant swallows around his cock to give him a chance to recuperate.

Instead, it would prove to be his downfall.

Rarity rubbed her cheek against his hoof and moaned. The added vibrations around his cock were too much for Shining, who brought his hoof back up and slammed both his forelegs onto the bed. The flare at the top of his cock expanded with blood and a tidal wave of seed began the trek up the length of his shaft. He let loose his loudest moan so far, biting down on a hoof to help mask it even as he wrapped his hind legs around the back of Rarity’s head to hold her against his crotch. His entire body shuddered as the first blast of sticky white cream erupted from the head of his stallionhood, firing his thick load straight into the hungry mare's stomach as she attempted to milk him dry.

Rarity smiled to herself as she felt the fleshy tube shoved down her throat throb and a weighty warmth start to build in her belly. She pulled herself back enough to get a taste of his seed straight from the tap, moaning as the salty fluid washed over her tastebuds and quickly filled her mouth to the brim. In fact, she had to swallow each time the stallionhood held between her lips throbbed lest she start to spill her bountiful harvest. Both luckily and disappointingly for her, the built up stores of seed Shining had accumulated over the past couple weeks wouldn't last forever. Eventually the jets of seed slowed to a small trickle, and as that happened Rarity let all but the tip of his length escape her grasp. She lazily lapped at the tip of Shining's cock, loving how each drag of her tongue against the overly-sensitive flare got a shudder from its owner. She pulled away as the tap finally ran dry, lovingly planting a parting kiss on his balls just before she stood up.

He sighed as his senses returned to him, body too weak to move from his current position on the bed.

“Whew… Well, THAT was something…”

Rarity giggled, bringing out a small towel from the bathroom attached to the guest room and wiped a thick glob of seed clinging to the corner of her lips. “Hmm… Yeah…” Finished cleaning her face, she carefully brought the cloth down between her legs and began to gently wipe off the juices that had been slowly leaking from her marehood. “Ah!...” She glanced over at the bed as Shining finally found the strength to move, sitting up with his balls and slowly deflating shaft hanging over the edge of the mattress. “So… feel any better?”

Shining chuckled. “Oh yeah, much better…” He got up on wobbly hooves and wearily made his way over to her as she finished up cleaning herself. Taking the towel as she handed it over, he began to wipe up the mix of spit and seed from his crotch as his shaft returned to the fleshy home of his sheath. “Mmm… thanks…” He glanced up at her face and noticed the heated blush across her cheeks, the close proximity filling his senses with her needy scent. “You, uh… need me to return the favor?”

Rarity smiled and gave him a soft peck on the cheek. “Don’t worry about it, darling.” She took the towel back from him, nonchalantly tossing it back onto the bathroom floor as she made her way to the door. Just before she opened it, she glanced back over her shoulder at him. “Though, maybe when this is all over, I'll take you up on that offer?”

Shining enthusiastically nodded his head. "Sure!" He rushed his way up to her and placed his own hoof on the door, nudging it open to let her pass. "Ladies fir-"

The door suddenly slammed into something heavy, a feminine cry of "Ow!" coming from the other side of the door alongside a sudden scampering of hoofsteps. Rarity frowned and made her way out to the hall, finding Rainbow and Applejack sitting next to the door and nonchalantly studying their hooves.

"Well hello, girls. I sure hope you two weren't listening on our private conversation..."

Applejack averted her gaze. "What? Me? Nah, I'm just... making sure mah hoof is all nice and, uh... nice. And stuff." Her mouth scrunched up as Rarity gave her the stink eye, beads of sweat starting to form on her forehead as she struggled with obviously lying to her friend.

Rainbow, on the other hoof, simply rolled her eyes and gave Rarity a pout of her own. "Hey, you try not to listen in when ya got two ponies bangi-"

Applejack's well placed hoof silenced the pegasus before she could speak any more, and when Rainbow glared at her she nodded her head towards the doorway. There, an embarrassed Shining Armor sheepishly rubbed the back of his head, a blush as bright as either of theirs settled across his cheek.

Rarity cleared her throat. "Alright, with that settled..." She glared at her two friends again, daring them to say anything else on the subject. "Let's be on our way to the Crystal Heart. The rest should be there by now." She turned towards Shining, giving him the warmest smile she could muster given the embarrassing circumstance. "Lead the way, Shining!"

Shining Armor smiled back, either not noticing the unease with which the rest of the group looked at him or just not caring. "Alright, let's go!" He passed by the rest of the group, not even noticing the beat-red face of Fluttershy still standing in the same spot as she had been before. As he passed Rarity, he gave her a smile and a wink and whispered ever so lightly a genuine, heartfelt "Thanks."

Rarity's mouth split open in a grin. Stepping in line behind the Prince, who now had a noticeable spring to his step, she chuckled and patted herself on the back for another job well done.

Episode 2 - A is for...

“It’s been so long! I don’t see how anything on that list is going to help. ”

        Spike felt his heart drop into the pit of his stomach. Twilight had been so confident that her list of steps for Starlight would rekindle the relationship between the reformed mare and her long-lost friend, Sunburst. But as soon as they had knocked on the door the plan had instantly fallen apart, blasted into a million pieces by years of separation and a tidal wave of awkwardness between the two ponies. He had tried to keep a small sense of hope lit in his heart, but even that had been broken with Sunburst’s admission that nothing was going to work.

‘No… I can’t just give up now! C’mon Spike, there’s gotta be something…’

        He frantically unraveled the scroll out onto the table once more. Starting from the beginning of the long, long checklist, he reread each and every line to make sure none of the steps had been accidentally skipped over. There had to be something, anything to get Starlight’s first lesson in friendship back on track!

        Spike wiped the sweat from his brow, panic growing in his rapidly-beating heart for each checkbox he passed that was already filled. ‘C’mon c’mon c’mon… Something! Anything! There has-’

        As he moved his claw off the paper and went to grab it further down, he noticed a single, small line squeezed between two of the steps on the list that, thank Celestia above, hadn't been crossed off yet. While the end of… whatever it was had been smudged by the sweat on his claw, he could make out just enough of it to proclaim...

        “Starlight! Sunburst! I got it, I got it!” The two in question nearly jumped into each other, shocked out of their silent awkwardness by Spike's sudden outburst. They glanced over at the dragon in the corner as he began to excitedly jump up and down, frantically waving the list in the air with a grin on his face.

        Starlight turned towards Sunburst and shared a worried glance with her old friend. “Wha… What is it, Spike? You ‘got’ what?”

        “Anal! It says here you two need to do anal!” He paused, his over-jubilant celebration coming to a standstill as he tapped his chin in thought. “I’m not sure what an anal is, but…” The wide smile came back to his face, eyes full of naive wonder as he merrily made his way across the room with the list in tow. “Look! It says it right here! Anal!”

        Starlight didn’t think the blush on her face could get any brighter. She didn’t dare look at Sunburst as he sat on his stool, the fear of dying in embarrassment outweighing the sudden surge of curiosity over what the stallion thought about the idea.

        Starlight’s eyes widened. ‘Wh-where the hay did THAT thought come from?! I mean, sure, I haven’t had any action since... well... since I ruled over Our Town…’ Another mix of emotions swirled in her head, memories of being cruel to her fellow ponies and… sampling some of their wares forming a strange mix of regret and a burning lust that formed a warmth between her legs. ‘I mean, really… I basically just re-met the guy, for crying out loud! It’s not like I want him to bend me over that table and-’

        The stuttering stallion sitting next to her broke her train of thought before it could reach the 'adult' station at the end of the tracks. “I… I don’t see how that w-would help!”

        Spike walked over to him and held the list up closer for him to peruse, tapping the line on the scroll that quite clearly displayed “Anal” written in Twilight’s perfect hoofmanship. “Of course it would help! I mean, Twilight’s the Princess of Friendship, she would be the one to know! I’m sure that this ‘anal’ thing is something friends do all the time!”

        Sunburst grabbed the list from Spike in his magic, floating it right up against his face and squinting his eyes to get a better look at the word impossibly written across the parchment. “B-b-but… I mean, yeah, Twilight… but, she… I don’t…” - he let the list fall to the ground - “It doesn’t make any sense!”

        Starlight started to feel her head nod in agreement, but something nagging the back of her mind and between her hind-legs made her pause. She glanced over at Sunburst as the stallion continued to plead his case to the young dragon, a fight he seemed destined to lose at the dragon's faith in his motherly figure would not falter. She traced the features of his face, from the fiery orange mane sitting atop his head, past the cute spectacles resting on the even cuter patch of white fur running down his muzzle, to that little orange goatee that dragged her eyes down to his chest. She felt almost disappointed that he was wearing his little star-covered cape, blocking the his physique from her prying eyes. She was then taken aback by how much of a downer it was that Sunburst’s forehooves covered up his tasty bits as he sat on the stool, her blush growing ten-fold as she pictured what lay just beyond his hooves...

Letting her eyes slowly take in the form of her former friend, it was as if a wall blocking him from her had suddenly crumbled and gave her her first real look at the stallion he had become. And Celestia above was he a looker!

'Whew! Is it hot in here or is it just me?'

Starlight felt the warmth between her legs blossom into a full-blown fire of desire and she embarrassingly tucked her tail in to help cover herself up. ‘Okay, clearly you're a little interested, Starlight…’ - her tail waved back and forth, fanning air across her damp lower lips - ‘Okay, really, REALLY interested, but it’s not like I can just ask him for… THAT with Spike still here… I mean, really, that is NOT something I need him telling Twilight later…’

‘...Wait a second…’

        An impish grin crossed her lips.

‘Hmm hmm hmm, I have an idea….’

        “Spike!” The dragon turned his attention from Sunburst, whose face had turned beet-red from trying to explain what ‘anal’ was to a child without actually explaining anything at all about the act itself, over to Starlight who, for some reason, had a rather evil-looking grin on her face. “Can you go and ask Twilight for some more ideas? I really think we’re on the cusp of…” - she turned her smirk towards her old friend - “...rekindling our relationship. I’ll try my hardest to get that last box checked while you’re gone...”

        Spike’s features noticeably brightened as he put his legs together and gave her a mock salute. “Aye aye, ma’am! I'll be back soon!” With that, he turned and ran out into the cold, Crystal Empire air as fast as his little legs could take him.

Starlight, eyes still trained on Sunburst, yelled out just as the door began to close behind him "Take your time, Spike! We'll be... busy, here..."

And with that, Starlight and Sunburst were left all alone in the stallion’s home…

        “Heh heh heh…”

        Sunburst’s eyes widened in fright. “St… Starlight?”

        The mare in question made a half-circle around him, stalking the stunned stallion like a highly-skilled predator would its prey. Still her grin never left her face, and still her gleaming eyes never turned from his.

        “So, Sunburst… how about it?”

        She passed by again, this time dragging her tail across his face as she did. “H… how ab-bout wh-what?”

        Starlight turned, this time walking away from him towards the table across the room. She made sure to add just enough sway to her hips as she walked, and she smiled to herself as she felt Sunburst’s gaze boring a hole right where she wanted it. As soon as she reached the edge of the table she reared up and placed her forehooves on top of it, giving her old friend a teasing flick of her tail. She turned to look over her shoulder, giggling to herself as she noticed the blush on Sunburst’s face and gave him a wink.

        “Well… Twilight is an expert, after all…” She began to wag her tail back and forth, killing any chance he had at forming a reply as he caught glimpses of the treasures the fine hairs normally hid at the apex of the swings. She gave her rump a little shake, chuckling as she felt his gaze still stuck to the plump cheeks of her ass.

‘Got him…’

        “So… Sunburst... how about we try this ‘anal’ thing, for old time’s sake?” As the cherry on top of her rather convincing argument, she made sure to send another wink his way. One that did not come from her eyes…

        Sunburst swallowed the lump that had formed in his throat. He felt all the blood in his body race towards two very different areas of his body and shuddered as he felt something between his legs start to stir. “B-b-but…” He regretted his choice of word as his eyes once again became glued to his old friend’s rather nice looking plot, two firm cheeks that would feel amazing as he shoved his co-

Sunburst’s eyes widened. ‘Whoa, where did THAT thought come from?! I mean, sure, I haven’t had any real action since... well... ever…’ He frowned at the disappointment he felt for himself. ‘But, I mean… I basically just re-met her, for crying out loud! Yeah, she’s hot as all Tartarus and she OHMYGOSH!’

The half-erect boner he hid between his legs suddenly surged forward like a battering ram and slammed against the gates of his hooves. Starlight, looking over her shoulder at him with half-lidded eyes, had hiked her tail up and over one side of her body to reveal everything to him. And Celestia above was it quite the amazing sight!

“S-s-Starlight?!”

“Mmm… ah!” Both ponies gasped as she brought a hoof back and slapped herself on the ass, the resulting clap of hoof impacting butt-flesh echoing off the walls for a few moments. Starlight cooed as she rubbed the spot of impact, panting as she leveled a heated gaze at the stallion behind her. “C’mon Sunburst… don’t leave a mare waiting…”

Gulping nervously, Sunburst wearily stepped down from his stool and began to gradually crawl his way across the room. Starlight frowned as he kept himself lower to the ground than normal, shielding his most private of areas from her wishful gaze. He paused at about halfway, glancing nervously at her face before, like a magnet, Starlight’s fine ass dragged his sight back towards her perfect ass.

“A-are you sure about this?”

Starlight chuckled. “Mmm… Oh yeah, I’m definitely sure. With all this stress from being Twilight’s student, I could really use a good rutting…”

Sunburst’s face lit up like a Heart’s Warming fireworks show from the statement said so casually by the mare resting her forehooves on his table, her ass waving in the air towards him. “Uhm… o-okay…” Apprehensively making his way right behind her, Sunburst tried for the final time to swallow the lump in his throat before he reared up onto Starlight’s back.

Starlight moaned as his weight settled on top of her, closing her eyes and soaking in the feeling of her long-lost friend. “That’s it, Sunburst… C’mon, I can take it- OHMYGOSH!”

Sunburst nearly fell off her back in fear from the sudden outburst. “AH! Oh, oh my gosh, Starlight, are you okay?”

Starlight lay paralyzed with her hooves propping her up in the table, staring at the wall opposite her with wide eyes. ‘That… there’s no way… that couldn’t have been his…’

        She peered underneath her body, gasping as it came into view. Sunburst’s thick stallionhood hung low enough to practically touch the floor, the impressive rod noticeably swaying as it throbbed to the beat of his heart. Behind that was an equally as impressive set of balls that jostled between his legs as he made the move to dismount from her back.

        “S-Sunburst! Wait! Wait...” She sighed as, still looking between her forelegs, she saw Sunburst come to a standstill. His massive cock swung like a meaty pendulum between his legs for several seconds, his foal-makers whacking into his thighs like a pair of wrecking balls as their own inertia kept them swinging for longer than what Starlight thought to be normal.

        “W-what? Did I do something wrong?” She could easily hear the nervousness and self-doubt in his voice. “Is it too small?”

        Something in Starlight’s mind cracked. She began to laugh uncontrollably, the vibrations of her chuckles reverberating up into Sunburst’s body and jostling his very NOT small junk between his legs. “Hahaha, SMALL!?” She giggle-snorted. “Celestia above, Sunburst, you’re HUGE!”

        “Oh…” She heard his hoof rubbing the back of his head, rustling his orange mane. “Well… then what was the problem?”

        Starlight took a deep breath in an effort to calm herself down, her chuckles dying off but the happy grin on her lips not lessening in the slightest. “Heh… It’s just… there’s no way that THAT” - her horn lit up, reaching out and grasping his shaft in her magic to give it a couple short, teasing rubs - “is going to fit without some lube!” Sunburst groaned, lightly thrusting his hips against her magic. She smirked, extending her magic to envelop his balls to roll them around their hefty sack. “You got any lying around?”

        There was a moment’s pause, the melodic hum of Starlight’s glowing horn the only sound in the room. She passed the time by poking and prodding the massive rod resting between her legs, gazing with wonder at the very, VERY above-average stallionhood her old friend was packing.

        “Hmm…” She nearly bucked him right off her in fright from the sudden break in silence. “No… I don’t have any lubricants here that are safe for… this…” Sunburst abruptly picked himself up and dismounted her, confidently striding over to the rows and rows of books on his wall as Starlight's magic faded from his crotch. “But… let me see here…” He scanned the books one by one. “Aha!” Reaching out with his magic, he pulled out a small, simple tome wrapped in a brown cover. Rapidly flipping through the pages, he slammed his hoof onto the book in triumph as he found what he was looking for.

        “Yes! This will work just nicely!”

        Starlight, head propped on her hooves and ass slowly rocking back and forth as she waited for him back at the table, turned to look over her shoulder with an eyebrow perked up. “Well, what is it? Don’t leave a mare hanging…”

        “It’s, uh…” He walked back over to her with the book levitating in front of him in his magic. “It’s Grinding Gears Lasting Lubricant, of course…” So engrossed with reading his book, he accidentally bumped into Starlight’s ass with a light “Oof” before he nonchalantly reared up onto her back once again. Just as before, the mammoth shaft between his legs swung between Starlight’s. Unlike before, a sudden cooling sensation spread across the bulge of her anus and began to massage the ring of flesh rather pleasantly.

        “Whoa…”

        Sunburst continued to work his magic around the tight hole beneath Starlight’s tail, digging it into her backdoor to finish up his spell. Even as the glow around his horn began to die down the sparkling aura buried up her ass continued to fester, leaving her with the strange feeling of something cold and sparkling inside her rectum, something she had not yet experienced before in her rather adventurous life.

        “Alright, that should do it!” He grasped the base of his shaft and lined himself up, pressing the wide, flat head of his cock against the tight hole just above her marehood. Starlight clenched her eyes and grit her teeth, preparing for what would surely be the largest object she had ever taken in her life. "Hopefully this works!"

        “Okay, I’m ready. Just… just take it nice and sloooooooooh….”

        With one, smooth push, Sunburst wedged his flare past Starlight’s outer rim and, not pausing to give her any time to adjust to it, sunk the entirety of his stallionhood into the clenching tunnel of her ass with ease. Starlight felt all the muscles in her body tense up as she subconsciously prepared herself for the coming wave of pain.

Yet no such thing came.

Instead, a euphoric stretching sensation fried her nerves with absolutely amazing amounts of pleasure. And then, as the icing on the cake, his balls swung forward and tapped into her winking marehood as he finished his thrust. Glancing beneath herself in amazement, she gasped as she saw the twin orbs nestled against her clit, seeing but still not believing that she had taken the entirety of his gargantuan pride.

Starlight felt her heart hammering in her chest, lungs working overtime as she panted from the sudden insertion into her ass. “Sweet Celestia’s mother above… Sunburst, this is amazin-oooooohhh…”

Her hooves nearly gave out underneath her as Sunburst began the arduous process of withdrawing his entire length from beneath her tail. She could feel every bump and groove across his shaft as it was dragged out of her rectum, the engorged rod warming her up from the inside as it was pumped full of the stallion’s life source.

Sunburst chuckled to himself. “As you can see, the spell makes it so just about anything can fit anywhere. It was developed hundreds of years ago as a way for the more-native farmers of the time to-”

Starlight picked her head up and glared at him out of the corner of her eye. “Damnit, Sunburst! Shush up and fuck me!”

He jumped, startled by the sudden outburst from the mare speared on his cock. He glanced down at the point of entry, marveling over how the tight ring of flesh had stretched to accommodate his wide girth. And then he realized something.

Starlight groaned as Sunburst started flailing around, the stallion unwittingly jabbing a couple inches of his length back inside her as he nearly toppled head over hooves off her back. “S-s-Starlight! I… you… we… we’re having SEX?!”

If she didn’t need it to keep herself upright, Starlight would have slammed one of her hooves into her forehead. “Yes, Sunburst... we’re having sex. Now come on already! Get a move on!”

“B-but… I-ah!” As if some mental block had been knocked over and chopped to itty-bitty bits, a sudden wave of sensation coming from his loins rolled up his spine and caused his entire body to shiver. “Oooh… wow… this feels... pretty good, actually.”

Starlight rolled her eyes but otherwise had a smile on her face. “Mhmm. Now, come on…” She teasingly rolled her hips, mashing the cock buried in her ass around inside her clenching tunnel, groaning as her tight passage was pleasantly stretched by his perfect tool of pleasure. “Let’s get this show back on the road!”

He gasped from the sudden movement. It felt like a warm, fleshy glove made perfectly for his cock had surrounded it and was now massaging the steel rod with the utmost of skill. Giving a weak nod to Starlight’s command, he clenched his eyes shut and let loose a long, drawn out moan as he sunk himself back to the base inside her backdoor.

The pair of ponies groaned in unison as they stood connected at the hips in the most intimate of ways possible. Starlight glanced out of the corner of her eye and gave Sunburst a small nod, the signal to continue read loud and clear as he began to pull his hips back once again.

It didn’t take long for the studious unicorn to get the hang of it, building himself up to a steady rhythm that kept both him and Starlight at the edge of pleasure but never shoved either off into climax. The thump, thump, thump of his heavy nuts smacking into her pussy became their metronome of mating, the two former friends forming a symphony of lust inside of his small hut-like home.

“Mmm… Princess’s above, I’ve needed this…”

Sunburst leaned down, pressing his stomach into the small of her back as he placed his head next to hers. He whispered into her ear, the warm air causing the thin appendage to twitch and her loins to moisten as he said but a single word.

“Ready?”

        She gasped as his balls swung forward and slammed into her winking clit, a splattering of mare juice causing the leathery sac to glisten in the light as it pulled away. “Ooooh yeah… fill me up, Sunburst… Give it to me...”

        Even as his hips began to really slam himself home into her battered backdoor, he left the lightest of kisses on her cheek as he pulled away. “Okay… here it comes…”

        Starlight’s head shot up and her eyes blankly stared ahead as Sunburst suddenly wrapped his hooves around her midsection and hunkered himself down. The thumps of his nuts turned into loud smacks as he pistoned the entirety of his length in and out of her magically-slickened passage. Whereas before she had a short rest between each stabbing lance of hot pleasure racing straight to her core, now it had turned into a constant stream of bliss that took her thoughts and left her mind with nothing but static. She could vaguely make out the sound of a mare wailing in the distance, realizing that it was herself weakly calling out the stallion’s name with each slam of his hips into the cheeks of her ass.

        Starlight never really knew when it was that her climax began. All she knew was that, even as spurts of marecum trickled from between her lips and soaked the stallion’s jewels whenever they swung into its crossfires, Sunburst didn’t slow his thrusts down a bit throughout its duration. Each vicious stab of his cock into her depths shot off another wave of fireworks in her mind, blinding her with bliss as her tongue lolled out of her mouth and her legs gave out underneath her.

        However, Sunburst would not be denied. The stallion expertly followed her down to the table, pressing himself as hard as he could against her to make sure she felt every inch of him when he marked her as his own. His nostrils flared, his teeth bared, and with a near feral snarl, Sunburst pushed himself into her ass for the final time and held himself fully embraced in her warmth as he began painting her insides white with cum.

        Starlight, mind fried from the explosiveness of her orgasm, could do nothing but drool onto the table as shot after shot of gooey warmth was shot into her depths. She wasn’t sure how long she laid there, uncontrollably twitching as Sunburst filled her to the brim with his seed, but after what felt like hours on top of Equestria the blasts of stallion semen slowed to a small trickle and let her come back down to the real world.

        Sunburst pulled back with a groan, his slowly deflating stallionhood sliding from Starlight’s abused passage with a lewd schlurp as it swung back between his legs. A stream of white cream flowed from her backdoor, the tight ring of flesh situated beneath her unable to close all the way in time to hold any of it in.

Starlight groaned as the stream parted against the lips of her over-sensitive marehood and sent an orgasmic aftershock racing up her spine. “Crap… I’m not gonna walk straight for weeks…”

Sunburst sighed and collapsed next to her, sitting on the floor and leaning back against the edge of the table. His horn lit up, floating over a small pipe which he promptly put between his lips and lit with his magic. With his spent shaft resting against his soaked sack on the floor, he took a long draw and let it out in a stream of smoke, sighing as post-climactic bliss flooded his system. “So… that was something.”

“Pff…” Starlight put her hoof to her mouth, trying to hold in the laughs that sought to break out into the open. “Hmm hmm, ahem… ahh... “ She turned towards him, sharing a smile with the stallion. “It really is good to see you again, Sun. I’ve… I’ve missed you, so much that I’ve done some rather… bad things… and I-”

Sunburst shushed her with a hoof. “Don’t worry about it, Star. Trust me, there’s a lot of things that have happened these past couple years that I’d love to tell you about.” He turned and extended a hoof. “So, how about it. Friends?”

Starlight smiled, bumping his hoof with her own. “Friends.” Groaning, she wearily flipped herself around and settled onto the floor with Sunburst. She winced as the cold, hard ground touched the super-heated ring of beneath her tail. “Man… you really got me good there, Sun.”

Sunburst chuckled, wrapping a hoof around her shoulder and pressed her against his side. “Mhmm…” They sat in silence for a few moments, appreciating the feeling of finally reuniting with their best friend after so many years. At least until Sunburst glanced out the window and gasped as he saw the sudden blizzard raging outside.

“Hey, why is it snowing outside?”

        Twilight stared at her number-one assistant, the brightest blush Equestria had ever seen raging across her cheeks. “You told them to do WHAT!?”

        Spike sheepishly rubbed the spines on the back of his head. “Uh… I told them to do anal?”

        Shining Armor, standing right behind his sister, fell to the ground and began to roll around in laughter. Cadance, just to the side of her sister-in-law, kept more composure than her husband and settled for just lifting a hoof to her mouth to stifle her chuckles.

        Twilight felt one of her eyebrows twitch. “Buh… what… why… how do you even…”

        Spike picked up the list and pointed to the word in question. “Hey, you were the one that put it on the list! See, it’s right there!”

        Twilight leaned forward, squinting as she tried to make out the words partially smudged on the parchment. She thought back on when she had written the list, trying to remember each thing she had written down.

        And then it came to her.

        With a loud thunk, Twilight’s hoof met her face even as her brother continued laughing his brains out on the floor. “Spike… it said ‘Analyze’, not ‘Anal’... that was a little direction for you to take notes on what was happening so I could refine the list later…” She sighed. “Great… now they’re probably too embarrassed to even look at each other... Spike, get back there and tell Starlight we need her to help fix the Crystal Heart.”

        Spike made his way to the door, but just before he left he turned and shrugged. “Well, whatever ‘anal’ is, Starlight said she was going to do it while I was gone, so maybe everything wound up working in the end.”

        Twilight’s hoof slowly descended from her face as the blush from before came back ten fold. “Uhh… on second thought... Spike? Why don’t you stay here while I go get Starlight…”

        No one noticed the smirk that began to grow on her face as she closed the door behind her.

Episode 3 - I Got a Party Cannon For Ya...

Rarity glanced at her pink friend out of the corner of her eye. “Uhh… Pinkie?”

Pinkie, who had a surprisingly flat expression on her face as she fought her mixed emotions, turned towards Rarity and gave her a small, weak smile. “Yeah, Rarity?”

The fashionista tilted her head towards Maud, the mare the two had been following throughout the streets of Manehattan for the last half-an-hour. “I hope you don’t mind me asking, dear, but where exactly are we going?”

Pinkie chuckled, or at least as much as she could considering the situation, and turned her attention towards her sister. “Maud’s going to get my cannon back, silly! Where do you think we’re going?”

Rarity’s eyebrow perked up. “Um, Pinkie…” She made a grand sweeping gesture with her hoof, pointing out the hustle and bustle of a lively Equestrian city going on all around them. “How exactly does Maud plan on even finding the stallion you traded the cannon to, let alone actually getting it from-”

Their guide through the city came to an abrupt stop just as a taxi-carriage ran by. Maud turned her head and pointed to the other side of the street with a hoof. “There.”

Both Pinkie and Rarity turned, one surprised more than the other when they saw the same exact stallion from before, still standing by the corner they had first seen him on. This time, however, he had a brand-spanking new party cannon he was polishing with quite a smug grin on his face.

Pinkie smiled. “Yup, that sure is the pony I got the pouch from!”

“That’s amazing!” Rarity, eyes wide and mouth agape, turned towards the flat-faced Maud. “How did you know where’d he be?”

Maud stared straight ahead at her target, fully focused on the mission at hand. “Maud sense.” With that, she began walking across the street while leaving her sister and her kinda-sorta friend behind on the sidewalk.

Pinkie turned towards Rarity, a smirk on her lips. “Runs in the family!”

Maud marched across the street, so driven to get her sister’s most beloved possession back that she didn’t even check both ways before crossing. Pinkie and Rarity waited on the sidewalk, watching as the mare approached her objective from behind and tapped him on the back.

The stallion turned with a start, finding a gray mare with a purple mane standing right behind him with his old rock pouch in her hoof. The mare lifted it into his line of sight, and with a blank expression said, “I’d like to return this pouch for my sister’s party cannon, please.”

The stallion turned his head away from her. “Sorry missy, but all sales are final.”

He smirked, starting to walk down the sidewalk away from the strange, stoic mare. ‘Tch, like I’m gonna give up this grade-A party can-’ Suddenly, the same strange, stoic mare he had just left behind was now standing right before him, blocking him from crossing to the next street over with his new acquisition.

“I’d like to return this pouch for my sister’s party cannon. Please.”

The stallion frowned, fed up with the mare in his face. “Oh yeah?” His lips turned up into a devilish smirk, revealing the shiny gold tooth nestled within his mouth. Walking to the side of the cannon, he suddenly lifted one of his hind legs and reached beneath himself to lewdly grope at his junk right in front of her. “I got a party cannon for ya right here, toots!”

His smirk grew as he walked around her once again. ‘Crazy mare…’

“Okay.”

He stopped. Immediately.

Slowly turning around, his eyebrow perked as the mare staring right at him with the same serious expression on her face as before came into view. “Wh… what was that?”

Maud continued to blankly stare at him. “I said, okay.”

The stallion glanced around the immediate vicinity as if expecting somepony to jump out and say this was all some kind of weird prank. “Uh… oookay? You sure ‘bout that, miss?”

Maud ignored him, glancing back over her shoulder and spotting a small alley set between two of the monstrous skyscrapers hanging high overhead. “There.” Without another word, she turned around and left the stunned stallion on the corner, walking down the darkened pathway without pause. With one last, questioning scan of his surroundings, the stallion smirked and, with party cannon in tow, followed her into the alleyway.

Rarity glanced at Pinkie, both mares still on the other side of the street and watching the deal from afar. “Uh, Pinkie… where’s Maud going?”

Pinkie, who Rarity assumed knew all the answers about her sister’s somewhat strange behavior, just shrugged. “I dunno.” She smiled and began to bounce in place. “Ooh ooh ooh! Let’s follow them and find out! We’ll be like detectives!”

With that, she began bounding across the street without stopping to check if any traffic was coming. A taxi carriage driver had to come to a sudden stop before he hit the pink mare, taking the time to shout a colorful variety of obscenities at the crazy mare bouncing across the street before resuming his route. Rarity rolled her eyes. ‘I guess some things DO run in the family…’

Waiting for the trot-signal to come on before quickly catching up to her friend on the opposite side of the street, Rarity took one look at the dark, dank hall nestled between the two buildings and winced. “Ugh, do we REALLY need to go in there? I’m sure Maud knows what she’s doing, and I JUST washed my hooves...”

Pinkie chuckled. “Oh, don’t you worry your pretty little hoofsies, Rarity! I think I know what Maud’s doing! I also think that I know that Maud know’s that I think I know what she’s doing! Now c’mon, we gotta join in on the fun!”

Skeptically watching her suddenly jubilant friend skip her way into the alley and somewhat discombobulated from her hard to follow statement, Rarity shrugged and followed her in. “Uh… Join in on what fun, Pink-”

It wasn’t long before they found the missing Pie sister, but when they did Rarity nearly turned tail and ran out of the alley in shock. The stallion from before was sitting back on his haunches, leaning against the party cannon which sat propped up against the alleyway wall. With eyes closed and mouth open in bliss, he had his legs held apart to give the mare between them plenty of room to work with. Of course, the mare in question was Maud, and what she was working over was the stallion’s slowly hardening shaft with quick laps of her tongue. Which was most certainly not something Rarity had marked down for their little tour of Manehattan slash shopping spree slash new boutique scouting map!

Frozen in place, Rarity found herself unable to turn away from the unexpected sexual activity they had suddenly stumbled upon. “M-Maud!? WHAT in Equestria is going on here!?”

Maud nonchalantly backed away from the stallion’s crotch and glanced at Rarity over her shoulder, the stallion’s limp and somewhat spit-slicked dick hanging on top of her head. “I’m getting the party cannon back.” With that, she turned back around and went back to work, licking around the base of the stallion’s crotch in an attempt to make it grow to its full length. A stallion who, when Rarity turned to look at him, simply shrugged his shoulders and leaned back to make himself more comfortable against the cannon.

Pinkie watched the proceedings with rapt interest, a wide smile on her face that seemed out of place for a mare who just found their sister giving a stranger a blowjob. “Hey, Maud! I didn’t know we were doing the PSSSP today!”

Rarity, mouth still open in shock as she watched the stallion’s length fully harden before her very eyes, turned towards her strangely merry friend. “Buh… huh? PSSSP? Wha… what’s that mean?”

Pinkie giggle-snorted. “PSSSP! Pie Sister Stud Sucking Party! Duhhhh! Now, excuse me, I need to join in on this cock-filled celebration!” With that, she nudged Rarity out of the way and nestled up beside her sister, joining Maud in getting back her very special party cannon by slobbering over the stallion’s own special party cannon.

Once again Rarity glanced at the stallion, and once again he simply shrugged and smiled. “Hey, I ain’t complainin…”

Rarity could feel her eye start to twitch as she watched the Pie sisters drag their tongues up each side of the stallion’s throbbing length. “Wha… you… Maud… Pinkie… stallion…” She could feel her heart start to hasten, her breaths start to quicken, and her legs start to wobble as she began to faint. Right before she did, however, she looked down at where she would have landed and immediately felt herself regain her hoofing.

‘Nope. Not even for this…’

Pinkie nuzzled her sister’s cheek as she leaned down to lap at the base of the stallion’s cock. With perfect sisterly synchronization the two swapped positions, one dragging their tongue up the meaty length between the stallion’s legs while the other went down towards the twin orbs nestled against his thighs. With a cheerful giggle as she reached the tip and saw the stallion’s pleasure-filled face, Pinkie opened her mouth and wrapped her lips around the flared head of his stallionhood. She sensually suckled on the tip, still chuckling as thick globs of pre leaked onto her tongue.

Maud… smiled?... when she heard the stallion moan from her sister’s masterful ministrations. Not to be outdone, she brought her head underneath Pinkie’s and, with practiced ease, popped the stallion’s meaty balls into her mouth. She treated his stones with the utmost respect, softly rolling them around in their own rock bag even as she sensually dragged her tongue across its leathery surface.

With a slick pop, she pulled away and let the now spit-shined sack fall back between the stallion’s legs. She nuzzled them with the tip of her nuzzle, loving how the rock-hard masses felt against her face. “Your balls remind me of black argillite smoothed over time at the bottom of a flowing river.”

The stallion picked his head up, looking down his body to watch the two mares lick at his crotch. “Whatever ya say, miss…” He leaned back, crossing his forelegs behind him as he closed his eyes and sighed. “Whatever you say…”

Rarity glanced up and down the alley, both seeing if anypony was coming and seeing if there were any avenues for an easy escape. However, as her eyes passed the writhing mass of ponies propped up against the wall, a sudden flash of movement caught her eye. She glanced over at Maud, blushing as a rather low, guttural moan came from the stallion the two mares were serving, and saw the same flash of movement coming from behind the mare.

And then, with another flick of Maud’s tail, she saw it. Two plump, gray lips that formed a perfect line running down the center of Maud’s marehood. Something clicked in the back of her head as her vision tunneled in on the mare’s most private of treasures, something that Maud had mentioned earlier about a crack in a sidewalk.

‘Mmm… now THAT’S a fissure I can get behind…’

Maud, with one final drag of the tongue against the stallion’s balls, swapped spots with her sister and made a trail of spit up the side of the stallion’s shaft. She made the widest smile she could make, which was basically the same old ‘smirk’ she always had on her face, when she saw a bead of pre perched on top of the stallion’s wide flare. Her grin widened, which wound up making it about as happy-looking as any other pony’s neutral face, when the bead grew in size as Pinkie began slobbering over the stallion’s balls. She cautiously approached the perfectly round pearl, slowly extending her tongue from-

She suddenly felt somepony going to town on her marehood, using lashing strikes that sunk deep between her thick outer lips. Calmly looking between her legs, she stared at the white mare tucked up underneath her tail with a blank expression on her face. Rarity backed up to catch her breath, licking her lips to clean them of any mare juice she hadn’t caught with her tongue. She blushed as her eyes met Maud’s, embarrassed that she had let herself loose control.

“That feels nice.”

Rarity blinked her eyes a couple times, stunned by the flat tone Maud continued to use even as she performed fellatio on a stallion in some dark alley in the bowels of Manehattan. But, as Maud turned her attention back to the thick stallion dick before her and the dark pink bud of her clitoris winked, she shrugged and decided to dig back into the bountiful ambrosia leaking from beneath the mare’s tail.

Pinkie giggled as Maud, face still emotionless, joined her down by the stallion’s balls. Being such a good sister, Pinkie knew to share with her siblings and let the orbs slip from her lips. She glanced behind her sister as Maud began slobbering the stallion’s stones, giggling again as she saw both of Rarity’s pristine hooves wrapped around Maud’s ass. “Yeah! Go Rarity!”

Rarity, tongue buried between Maud’s succulent lips as far as it could go, settled for a muffled groan as she pressed her face against the pillowy cheeks of the Pie sister’s ass. She used her hooves to knead the dough like flesh, prying the cheeks apart to better reach the bountiful harvest nestled between the twin peaks and smooshing them together to feel their warmth on her face. She even made sure to plant a kiss on the small pearl of pleasure that began to wink out of Maud’s marehood, loving how the normally stoic mare would shiver from the shocks of pleasure she was delivering.

Both Pie sisters released the orb they held between their lips and simultaneously licked their way up to the very tip of the stallionhood. The stallion it was attached to picked up his head and watched them with glazed-over eyes, watching the two sisters practically make out with one another with his cock sandwiched between them. While it wasn’t something he could have ever expected to happen that day, he certainly appreciated it to the fullest. So did his junk, apparently, as his cock began to throb and his balls began to churn with seed.

“Oh yeah…” He let his head fall back against the party cannon pressed up against his lower back as a tingling sensation started to build in his balls. “Mmm… oh, get ready, ladies… this party cannon’s about to blow!”

Maud reached down and groped at his orbs, feeling them start to pull up against the stallion’s body as they prepared to unload their creamy stores. “Yes. Give it to me.”

While the flat tone she used was somewhat off-putting, the stallion got the memo as his body locked up and his flare, still sandwiched between two mares, began to expand. “Here it comes!”

Both mares backed away as the tip of his cock expanded and fired off the first blast of seed into the air. With the gushing stallionhood pointed straight up towards the sky, gravity took hold of the arcing globs of seed and brought them back down to Equestria. As both Maud and Pinkie began to lather the base of the shaft-turned-geyser with lashing strikes of their tongues, droplets of seed rained down to splatter across their faces and backs. Pinkie began to giggle with each blood-filled throb of the stallion’s cock, locking eyes with her sister as they both got an unexpected spunk-shower. Maud, meanwhile, had one of her eyes closed as a thick bead of cream rolled down her forehead but, otherwise, had a happy-stoic look on her face as she nuzzled the stallion’s emptying balls.

Rarity, still munching on Maud’s mouthwatering mare-fissure, moaned as an unexpected but very much welcome blast of marecum washed over her tongue and coated her tastebuds with the Pie sister’s flavorful honey. Maud’s tail, propped up against her forehead and tickling her back with its fine hairs, began to shake uncontrollably as the mare entered an Earth-cracking orgasm of her own. Rarity made sure to work the mare straight through her climax, bouncing from quivering lips to winking clit to shaking ass in an effort to keep Maud at the greatest heights of pleasure for as long as possible. Yet even as Maud’s climax came to an end, the fashionista simply settled for nuzzling her cheeks against the soft, rolling hills that made up the mare’s ass, loving how the soft yet firm mounds felt against her face.

Just like Maud’s, the stallion’s climax came down for a gentle landing as both Pie sisters guided him down from the peak of pleasure with gentle laps of their tongues. As Pinkie headed north to kiss the tip of his cock and Maud went south to do the same to his balls, the stallion sat up and took a draw of a cigarette he had suddenly procured. “Hot damn…:

Maud, after parting with one last thank-you kiss to the twin stones between his legs that had provided her with such a bountiful harvest of stallion spunk, picked herself up with Rarity still tucked up underneath her tail and stared at the stallion. “My sister’s party cannon. Please.”

The stallion, eyes half-lidded as post-orgasmic bliss amplified by the pink mare still playing with his cock threatened to make him pass out, simply waved her off and rolled the cannon out from underneath him. “Yeah… go ahead and take it…”

Pinkie suddenly jumped up into the air, a wide grin on her face even as small streaks of seed ran down her cheeks. “Aw yeah! We got my party cannon back!”

Maud nodded her head at the near-comatose stallion. “Thank you.” With that, she turned around and, after thanking Rarity, whose lips still shone with drops of her mare-cum, simply walked out of the alley with cannon in tow. Both Pinkie and Rarity, after the latter had taken out a handkerchief and had wiped herself and her friend clean of any uncouth fluids, quickly got up and followed her back to Manehattan proper.

As they exited the alley back out onto the sidewalk, Maud glanced over at her sister and rolled the party cannon towards her. “Here. I got this for you.”

Pinkie smiled, shaking in place for a moment before the happy-energy within her body boiled over and launched herself at her sister. She wrapped her up in a big hug and nuzzled her cheek against Maud’s, not even caring as she felt a stray strand of seed dampen her fur. “Oh, Maud! I’m so happy you got me my party cannon back! Yay!” With a sudden leap into the air, Pinkie launched another blast of confetti, something which the group of ponies walking behind the group of mares frowned at as they got to work cleaning up the mess.

Rarity, stopping to make sure her mane was in perfect form by looking at it in the reflection of a storefront window, chuckled to herself and followed the pair of bonding sisters from a distance. ‘Well, it certainly wasn’t what I expected to happen today, but at least that problem is solved! Now, if only I could find a place for my new bo-’

She stopped, frozen in place as her eyes took in every detail of the building before her. “Pinkie! Maud!”

The Pie sisters turned around, joining Rarity in front of an apparently abandoned building. Rarity grinned, and as they joined her at the base of the building she made a grand gesture with a hoof. “Viola! What do you think of the place? Is this the right location?” She nervously bit on the tip of her perfectly manicured hoof. “Did I pick a good spot?”

“No.”

The flat tone of Maud’s voice made her heart sink to the pit of her stomach.

“It’s perfect.”

Rarity smiled, a pleasant warmth forming in her chest that almost brought a tear to her-

“Yeah! Like that stallion’s dick!”

Perfectly manicured hoof met perfectly smooth forehead, the loud clap of a facehoof ringing in the busy streets of Manehattan as a blush grew on Rarity’s cheeks.

Pinkie smiled. “You know, I think this might be my favorite PSSSP ever!” She glanced at her sister and grinned. “But I can’t wait to plan for next year's PSSSPWR!”

“Wait. PSSSPWR?” Rarity frowned, trying to figure out what the hay her friend was talking about. “What’s that?”

"P-S-S-S-P-W-R. It’s a new tradition that Maud and I came up with! Pie Sister Stud Sucking Party-” She paused and turned towards her sister, who then turned towards Rarity to finish her sister’s explanation.

“With Rarity.”

Rarity could feel the tears start to build in her eyes. “Oh! Oh, why that’s the sweetest- wait.” She glared at Pinkie. “Plan for next year's PSSSPWR? Do you mean to tell me you two PLANNED this!?”

Pinkie and Maud shared a glance with one another, and with matching smirks they each lifted a hoof and bumped them together.

The stallion, glancing both ways down the sidewalk as he walked out of the alley on wobbly hooves, smiled to himself and jingled the bag of bits in his hoof. “Heh… nice days pay right there…”

He walked over to his corner, sitting back against the wall of the building and waited for his next customer. He glanced down at his flank and smiled, the bits that were his cutie mark just as shiny as the ones in his hooves. While being a gigolo in the heart of Manehattan wasn’t the highest paying job in Equestria, it certainly was one of the most fun...

Episode 4 - Doing Things Together

Applebloom sat alone atop the only bridge in Ponyville, lamenting the fact that her quest to find something fun to do on her own had ended in utter failure. A single pony, sitting on the single bridge in Ponyville that crossed over the single river that flowed through it. Three completely different things, all alone in the light of the slowly setting sun. Even then Applebloom found no relief to her unwanted solace, simply keeping her head held down as she counted the grains in the wood.

She sighed, the heaviness that had settled in her chest weighing her down enough that she wasn’t sure she could even stand. “Well, that was a bust… guess I’ll just head back to the clubhouse and mope by mysel-”

“Ooohhh…”

Applebloom’s head shot up, ear twitching from the sudden noise that seemed to ring throughout the streets of Ponyville. She held her breath, waiting to see if the strange sound would come again to help her pinpoint its source.

“Ooohhh…”

She glanced at a large building across the street, assuming that the establishment was some kind of dance school from the large, ballerina-pony sign hanging on the front. However, seeing as the business appeared to be closed, at least if the white sign on the front door that stated as such was to be believed, she figured that it wasn’t the source of the strange commotion that had taken her interest. Instead, as another loud gasp rang from across the street, she turned her attention to the small house next door and stood up.

“What in tarnation is goin’ on in there?”

She made her way across the street, stopping whenever she heard another heated shout coming from inside the building. In fact, each step closer to the house seemed to make the groans come through clearer and with greater frequency. By the time she reached the door they had become almost rhythmic, and she could just barely make out a second, deeper voice between each of the more feminine sounding gasps.

‘What in the hay...?’

She reached up towards the door, ready to rap her hoof against it a couple times to ask whoever was inside what was going on.

A deep voice seeped through the walls, the words clear as day as her hoof sat but an inch from the wooden door. “Eeyup… mmm… that fun enough for yah?”

Her eyebrow arched. ‘Strange, ah feel like I know that pony…’

She heard a mare chuckle in reply. “Ha… oh yeah… I needed that after today...”

Her eyebrow arched even more. ‘What the…? That was… hmm, I see...’

Applebloom grinned, and with a sudden, Apple Family quality kick to the door it swung open and slammed against the opposite wall. She found herself in a well-kept living room, smiling at a pair of ponies entwined on the couch. They either hadn’t noticed her or just simply didn’t care, too engrossed with grinding their bodies against one another to some inaudible beat in their heads. But with just one glance at the two ponies and her hunch had been proven correct. For some reason, her brother Big Macintosh and her teacher Cheerilee were doing some weird type of dancing in the mare’s living room. Whatever it was, the two matching grins on their faces certainly made it look like fun!

Applebloom gave her brother a smile and a wave when he turned his head towards her, his eyes shrinking to pinpricks as he saw his little sister standing in the doorway as he sat balls-deep inside Cheerilee’s clenching passage.

“Whatever kind of dancing ya’ll are doing, you’re doing it together and I want in!”

The two ponies flailed about as they tried to cover up from the sudden intruder who had barged into their home. Big Mac, who was laying on top of the smaller mare, quickly grabbed a nearby pillow and held it against his waist, shielding the thick shaft that sat speared inside Cheerilee’s moist depths from the much-too-young filly in the room,

“Uh…” He glanced at his marefriend, silently asking her for help with the very, very awkward situation. “Well, uh, Applebloom, what we’re doin’ ain’t exactly dancin’...”

Applebloom head tilted in thought. “Well, if yah weren’t dancing, what were you two doin’?”

Mac shared another look with Cheerilee, who was either too stunned from their shared orgasm or too embarrassed at being caught by one of her students to move from her position on the couch. “Uhm…” He pulled his hips back, both ponies shivering as his slickened cock pulled free from her marehood with a barely audible slurp. Keeping the pillow between his legs to preserve his modesty, he sat down on his haunches and turned towards Applebloom. “Well…” His cheeks brightened up in a blush, coughing into his hoof and rubbing the back of his head as he thought up a way to explain what he was doing to his own sister. “Uhm, well, it’s not really something you can do until you’re older…”

He turned towards Cheerilee as she propped herself up against the arm of the couch, keeping her legs crossed to hide the thick white cream slowly leaking from her battered lips. She peered at the filly in her home, staring at the small cutie mark emblazoned on her flank that she had so proudly displayed in class earlier that day.

“Hon…” - she tapped her coltfriend in the side - “she does have her cutie mark... “

The stallion’s eyes widened. “S-s-so!? What, do you want me to invite her to join us or something?”

The mare rolled her eyes and slapped him on the shoulder with a hoof. “No, sweetums. I’m saying that, if she doesn't know what, uh…” She glanced at Applebloom out of the corner of her eye, lowering her voice to a whisper so her student couldn’t hear what she was saying. “... sex is, then we should tell her! She’s old enough now that her first heat can’t be too far off. Besides, we could use the practice…” She waggled her eyebrows and opened her legs, just enough to show him the seed he had deposited deep inside her womb slowly leaking from her marehood.

Big Macintosh kept his gaze between her legs, and she sighed as she saw his impressive stallionhood start to stir as it pressed against the pillow hiding his crotch. “Fine, I’ll do it…” Turning towards Applebloom, she gave her a warm smile and waved her over. “Okay, uh… Applebloom, come over here, please.”

Applebloom grinned, practically shaking with excitement as she made her way over to the couch. “Yes ma’am!”

She gave her student a shaky smile, reaching out with a thankfully clean hoof to pat her on the shoulder. “Okay, Applebloom. What I’m about to tell you about is not something you can go about doing willy-nilly. This is only something you should do when you’re ready, and only with somepony you really, really trust-”

Applebloom suddenly jumped up into the air, grin widening as she saw the answer to all her problems right before her. “That sounds a lot like friendship! And I’m ready for anythin’ that I don’t have to do by myself!”

Cheerilee glanced at Big Mac, shrugging her shoulders before turning back to the excited student sitting on the floor in front of her. “Okay then, so, when a mare and a stallion love each other very much...”

Sweetie Belle smiled as Scootaloo made her way up the ramp to the clubhouse, grabbing the scarf she had made in her magic and holding it out towards her friend as she reached the top. “Look what I did!”

Scootaloo took one look at the abomination of colors before her and frowned, quickly turning it into a weak smile so as to not disappoint her friend. “W-wow… Uh, that’s… uhm…”

“Horrible!”

Scootaloo glanced nervously at her friend, fully expecting to see a disappointed frown on the unicorn’s face. She was taken aback for a moment as not only was she not frowning, she was actually smiling!

Sweetie Belle grinned at the terribly crocheted scarf. “But it was so much fun! Rarity showed me how, even though she says crochet is ‘knitting’s poorer cousin’. But I loved it!”

Scootaloo smiled, happy to see her friend so cheerful about her day. “Awesome!” They turned towards the clubhouse, walking up the door and gently nudging it open to find…

Darkness.

In fact, the only light in the room came from the now open doorway they stood within, all the shutters on the windows pulled closed to deny the room any kind of sunlight. Yet what little light they had was more than enough to illuminate the form of their friend, Applebloom, sitting at the far side of the clubhouse with her back turned towards the entryway.

Applebloom slowly turned over her shoulder to look at them, mouth curving up into a smile as she saw her two best friends in all of Equestria standing at the door. “Oh, hello girls! Have fun perusing your own interests?”

It took a moment for the two to formulate a response, so unused to seeing Applebloom all by herself in a pitch-black room. Scootaloo was the first to find enough courage to speak, though even then her voice came out somewhat shakily. “Applebloom? What are you doing sitting in the dark?”

“Yeah…” Sweetie nervously glanced at Scootaloo, turning back towards Applebloom with worry in her eyes. “We thought you’d be out looking for things you like to do...”

Applebloom chuckled. “Oh ho ho, I did! I looked all over town! I looked, and I looked, and I looked, and you know what I found?”

Scootaloo and Sweetie Belle simply shook their heads, too worried to speak a single word towards their frazzled friend.

Applebloom’s smile widened, and as the yellow filly suddenly jumped up and turned around as the shutters pulled up on their own and bathed the object she held in her hooves in light.

“Sex!”

Both fillies in the doorway gasped as they saw the jet-black stallion-dildo in Applebloom’s hooves, the ends of the silicone toy wobbling as she lifted it towards the sky. Scootaloo froze in place, all the blood in her body rushing into her cheeks as her eyes stayed locked on the faux-stallion shaft before her.

Sweetie, however, quickly overcame the shock and questioningly tilted her head to the side. “Sex? What’s that?”

Applebloom began to excitedly jump up and down, the dildo erratically wiggling about in her hoof as Sweetie walked up to her. “It’s something I learned about from mah brother and Cheerilee earlier! It’s really, really fun!”

Sweetie Belle smiled at her friend’s excitement, looking over the strange object in Applebloom’s hooves and marveling at the small bulging veins that ran across its surface. “Oh? Cool! Did you get to play it with them?”

Applebloom frowned. “Naw, they didn’t want to play sex with me…” Her mouth turned back up into a grin, happy to see her excitement over the new activity had spread to her friend. “But, they did say that you’re only supposed tah play it with ponies you really, really, really trust, and only where other ponies can’t see yah playing it.” She brought the dildo in front of her face, both fillies looking over the strange object in awe. “They also gave me this thing, which is apparently something you need to play the game! And, seeing as I really, really, really trust the two of you, I figure this is something the three of us can do together! And seein’ as this clubhouse is so secluded and stuff, we shouldn’t have any problems playing it here!”

Sweetie Belle smiled and rapidly nodded her head. “Okay! Sounds cool! Hey Scootaloo, want to play sex with us?”

The pegasi simply stood still in the doorway, eyes wide open as her gaze locked in on the stallion cock in Applebloom’s hooves. Her wings stood fully erect on both sides of her body, as they had been ever since her friend had insinuated have sex with her friends, and her tail slowly raised up and over her back as a dampness formed beneath it.

Sweetie Belle watched her friend for a few moments, the wide grin on her face slowly falling to a frown as no reply came from the stunned pegasus. She turned back towards Applebloom, who simply shrugged her shoulders and smiled.

“Oh well… C’mon, Sweetie! Let’s try and see if we can figure this out on our own!”

The smile returned to Sweetie Belle’s face, the young unicorn following her friend over to the corner of the clubhouse with a skip to her step. “Okay! What do you want me to do?”

Applebloom turned around, tapping her chin with the dildo in thought. “Hmm… I’m not really sure… When I walked in on them playing, Big Macintosh was laying on top of Cheerilee, so I’d guess that would be good ah place to start as any.”

Sweetie Belle nodded, laying down on her stomach and smiling as Applebloom climbed on top of her. “Alright, what now?”

Applebloom frowned, glancing between the dildo in her hooves and the back of her friend’s head. She testingly tapped the silicone toy against Sweetie Belle’s mane, wondering why she wasn’t getting a reaction from her friend. “Uh, hold on… something ain’t right here… uh…” She clenched her eyes shut and thought hard, tongue sticking out of the corner of her mouth as she tried to remember what the two ponies had been doing when she found them. “Actually, I think you need to roll around… hold on…”

She stepped away from Sweetie Belle, who rolled over onto her back to reveal the soft white fur of her belly to her friend. Applebloom once again stood over her, but this time she turned around and smiled as she found her target. “A-ha! There it is! So…” She fidgeted with the thick slab of dark silicone in her hooves, flipping it around so the blunted base faced away from them as she lowered it between Sweetie Belle’s legs. “They told me that colts have a thing called a ‘penis’, and when they play sex with somepony else they put it inside this.” She tapped the tip of the faux-stallionhood above the tight white lips of Sweetie Belle’s marehood, smiling as the unicorn fidgeted in place and giggled. “I asked ‘em if I could play the game with another filly, and they wound up giving me this. They seemed to be real reluctant to hoof it over, but when I asked if they could still play the game together without it Cheerilee said Big Mac had one of his own.”

Sweetie bit down on a hoof to hold in another round of giggles as Applebloom continued tickling her with the dildo. “Heh… Hey! That tickles!”

Applebloom, tongue once again hanging out of the corner of her mouth, sat back on Sweetie Belle’s chest as she used both of her hooves to maneuver the wobbly penis into place. “Sorry about that. This things hard to aim!”

Eventually, however, as luck would have it, the tip of the toy brushed across the center of Sweetie’s marehood and sent a shockwave of pleasure up her spine. Applebloom nearly jumped off her friend in fright as the unicorn suddenly yelped and flailed her hooves about, turning to worryingly look at her friend’s face.

“Sweetie Belle! Are you okay?!”

Sweetie Belle continued to stare up at the ceiling with wide open eyes, mouth agape as her mind tried to register the sensations that had just coursed through her body. “Whoa… that was…” Her eyes snapped to Applebloom’s, a mouth-splitting grin growing on her face as her expression brightened. “That was amazing! Do it again!”

Applebloom gave her a nod, smiling as she turned back around to glance between Sweetie’s legs. “Okay! Now, they told me to rub it around until there’s some sorta liquid or something. Then I’m supposed to put it in you, and then the real fun is supposed to begin!”

Sweetie Belle continued to shiver on the floor of the clubhouse, coping with feelings resonating from between her legs that kept on coming as Applebloom rubbed her with the new toy. “In… inside me? A-are you s-sure it’s gonna fit?”

Applebloom wiggled the tip of the dildo against her friend’s marehood, amazed how the outer lips seemed to hug the flexible toy like a long lost friend. “I’m pretty sure… I mean, you’re the same size as me, and Cheerilee said I could use it on mahself if I wanted t-” Her eyes widened as, when she pulled the dildo away from her friend’s body, the tip of the toy glistened in the light coming in through the window. “Hey! I think it’s working! There’s something coming out!”

Sweetie Belle gasped as Applebloom mashed the tip of the dildo between her legs once again. “Mmm… ooooh… it’s certainly doing something…”

A few rubs later and most of the first couple inches of fake pony-cock had been thoroughly coated in Sweetie’s juices. Applebloom lifted the dildo up to her face in to get a better look, eyes wide with wonder as she watched a bead of the strange liquid roll down the side of the shaft. “Wow… what is this stuff?” She leaned in and sniffed it. “Hmm, smells almost… sweet.”

Sweetie Belle would have been interested in the fact that her body was producing something ‘sweet’, however the strange warmth flowing through her veins demanded to be satiated and forced her to voice her command. “A… Applebloom, could you please… mmm… c-continue?”

Applebloom pulled her head away from the dildo, just before the tip of her tongue pressed against it to sample a taste of the strange fluid coating its tip. “Oh! Alright…” Bringing the toy back between Sweetie’s legs, she rubbed the length between the two damp lips of her friend’s marehood to recoat it in juices before lining the tip up with her entrance. “Okay, are you ready-”

Sweetie Belle could feel sweat starting to form on her brow as the heat between her legs spread to the rest of her body. “J-just… just put it in already, please…”

She simply nodded in reply, ever so gently applying pressure to the base of the toy to push it into her friend. She frowned as, instead of easily slipping inside as she thought it would, the toy began to bend as she began pushing harder and harder. “Ugh, c’mon… It doesn't look like it’s gonna fit, Sweeti-”

With a faint popping sound, nearly half of the entire dildo slipped into Sweetie Belle’s tight passage.

Sweetie Belle’s mouth opened in a silent scream, all the muscles in her body, including some she didn’t even know she had, tensed up from the tidal wave of sensations battering her brain.

Applebloom, mouth also agape as she stared in wonder at where the dildo had magically disappeared inside her friend, whistled in awe and turned to look over her shoulder. “Wow, that’s amazing! Sweetie Belle, what does that feel li-” She gasped as she saw the near comatose state of her friend, leaving the dildo buried halfway into her passage as she turned around and grabbed the sides of Sweetie’s head. “Sweetie Belle? Are you okay? Should we stop? Did I not get you ready enou-”

Sweetie Belle’s hoof suddenly grabbed onto her own, the unicorn’s glazed over eyes meeting hers in a heated stare. “K-keep going…”

Applebloom, face full of worry, wearily nodded her head and turned back around. “O-okay… just, if it don’t feel good, tell me, al- whoa!” Just as she finished turning around, her pegasus friend suddenly appeared right in front of her with an easily-noticeable blush across her cheeks. “Whoa, Scootaloo, you scared me ther-”

“Let me help…”

Applebloom’s eyebrow arched, questioningly glancing at her friend’s weird behavior. “Uh, okay… When Big Mac and Cheerilee told me about it, they only really talked about there being two ponies and-”

Scootaloo gave her a blush-filled glare. “Just… just keep doing what you’ve been doing…” With that, she laid down on her belly between Sweetie Belle’s legs and waited.

Applebloom watched her pegasus friend for a moment, wondering what the hay was going on inside her mind. “O-okay…” With that she reached down and grabbed the dildo, eyes still watching Scootaloo’s every movement as she began pulling the toy from Sweetie Belle’s tight passage. Her attention was pulled back to the task at hand as, with a yelp from her friend, the now glimmering silicone-cock slipped from between Sweetie’s lips with a wet slurp. “Wow, Sweetie, you're really makin’ a lot of that stuff now-”

Sweetie Belle began weakly kicking out her leg, a strange sense of frustration starting to build as a tightness formed below her waist. “P-put it back in! Please!”

Applebloom turned over her shoulder and swallowed the lump in her throat. “A-are you sure? Big Mac and Cheerilee said ah should take it slow the first ti-”

A hoof suddenly pressed against hers and, before she could react, shoved the dildo in her grasp all the way to the base inside of Sweetie Belle’s marehood. She snapped her head back around in surprise as Scootaloo took control, using her own hoof to mash the dildo in and out of their friend’s weeping white lips.

“Sc-Scootaloo!? What in tarnation are yah do- whoa!”

Scootaloo’s other hoof suddenly shot out and knocked her over, landing with an “Oof!” on top of Sweetie Belle. She glanced at her friend, worried at the far off look in her eyes before picking her head up to look down her body at Scootaloo. “Hey, what’s go-oooohly-moly…”

Scootaloo, one hoof still driving the faux-stallion cock in and out of Sweetie Belle’s clenching tunnel, brought the other one up between Applebloom’s legs and began running it up and down the thin yellow lips of her marehood. Her mouth began to water as she got flashes of her friend’s bright pink insides, and before she knew it she began leaning in for a taste.

Applebloom, head right next to Sweetie Belle’s as they both rode out the new sensations wracking their bodies, gasped as Scootaloo pried apart her labial lips with a hoof. “Whoooa, Scootaloo, that feels amaz-aaaah!”

There was nothing that could have prepared her for the sensation of a small tongue burying itself inside her quivering passage, rigorously lapping at her innermost sanctuary to drink up whatever juices the pegasus could find. Applebloom was left stunned, matching the look on Sweetie Belle’s face as she stared blankly at the wooden ceiling above as Scootaloo went to town on both of their marehoods.

Scootaloo, eyes shut as she sensually lapped at her friend’s insides, began to pick up the pace on both of her friends as a lustful haze settled in her mind. The dildo splitting open Sweetie Belle’s velveteen insides became a blur of loud squelches and high-pitched squeaks, the unicorn yelping with each balls-deep thrust into her passage. Applebloom, however, settled for groaning out one long, deep sounding moan that changed pitched based on what Scootaloo’s tongue did inside of her. Scootaloo made a small game out of it, smiling to herself as she tested different techniques to see which made what sound come from her friend’s lips. After a few minutes of this, she finally got the signal she had been waiting for.

Sweetie Belle was the first to form the words, struggling to speak them as the silicone cock split open parts of her body she didn’t even knew she had. “Sc-scootalooooh… S-s-something’s happening…”

Applebloom was quick to follow, weakly placing a hoof on top of Scootaloo’s head as if trying to push her away but unable to muster the strength to deny the thirsty pegasus her prize. “M-me too… Oh my stars!”

Scootaloo, grinning as she imagined the pleasure that was about to befall her friends, changed the angle of the dildo’s thrusts to grind the black toy across the cute little nub of Sweetie Belle’s clit as her lips closed around Applebloom’s. She gave the small apple sitting at the top of her marehood a quick suck, striking the bundle of nerves with her tongue to set off a chain reaction throughout Applebloom’s body.

And with one last squeak and one last moan, both fillies felt their first ever orgasms crash into their bodies.

Sweetie Belle wrapped her forelegs around Applebloom and held her tight, shoving her muzzle into the back of her mane to muffle her shouts as her hips involuntarily thrust upwards towards the winged menace between her legs. Applebloom’s entire body clenched up for a moment and then began to rhythmically spasm as the plump yellow lips between her legs fluttered in bliss. A stream of marecum trickled out of both fillies’ lips, only to be scooped up as Scootaloo guided both her friends through their respective orgasms.

The shockwaves of climax would prove to be too much for both of them, each filly falling into a pleasure-induced coma before their orgasms could even come to an end. Even then Scootaloo continued her ministrations, both her friends’ bodies involuntarily twitching in response to the lashes of her tongue as she cleaned up whatever cum was left.

Her job done, Scootaloo pulled away from the pile of fillies and smiled, large swaths of marecum matting down the fur on her cheeks as she surveyed the damage she had caused. Her grin slowly fell into a frown as neither of her friends began to stir, sighing as she realized they would not be able to return the favor. However, as a lewd slurp and a wet thud got her attention, the devilish smirk returned to her lips as she saw the dildo, still thoroughly coated in Sweetie Belle’s juices, laying on the floor of the clubhouse.

She leaned over and picked up the slick dildo, smiling as she looked it over and then lined it up with her lips. The faux-stallionhood slid between her lips with ease and she sighed as she leaned back against the wall of the clubhouse, settling into an easy rhythm as she watched the slumbering forms of her well-fucked filly-friends.

“Mmm… yeah, I think Applebloom’s right. Ah!” She gasped as the dildo bottomed out inside her marehood, smile quickly returning as she watched small lines of marecum glisten in the light between her friends legs. “This is definitely something the three of us can do together…”

Break Week - The Dragon Way of Saying "Thank You" Deleted Scene

(CONTINUED FROM THE END OF THE CLOP IN EPISODE 5 - THE DRAGON WAY OF SAYING THANK YOU)

“Ember? What are you-”

Rarity was silenced as a talon pressed up against her lips. “Shh… Let the new Dragon Lord take care of you…”

Ember dragged her tongue across Rarity’s cheek, moaning as she scooped up some of the fresh dragon seed splattered on the mare’s face. She began to make her way down the moaning fashionista’s lithe body, chuckling to herself as Rarity shivered from the contact of dragon lips to pony flesh. “Mmm… you ponies are so soft, so delicate…” She gave her a toothy grin as she slowly dragged the tip of a claw down her side, causing the mare’s pure white fur to stand on end as she shivered. “So… sensitive…”

Her tongue continued its path down the soft hairs of Rarity’s chest, eyes never leaving the mare’s as she made her way past her navel. She paused as her chin pressed against the twin mounds of the mare’s teats, grinning as she finally pulled her head back and turned to look down at the treasures between Rarity’s legs. “So… delicious…”

Ember glanced up at Rarity’s blushing face for the final time, tongue slowly descending from between her lips to show off its impressive length before, with a sudden rush of movement, she shoved every inch of it between the bright pink lips in front of her with a single shove.

Rarity’s head snapped back against the ground, eyes wide as she stared in shock at the rocky stalactites hanging from the ceiling. “OOOooohhh…”

Ember’s own moans were silenced as she pressed her lips against the pony’s quivering mons, eyes closed as her tongue spelunked its way past juicy folds to reach ever deeper into her sacred passage. The silken tunnel clenched down on her tongue as she pushed it up to grind against her g-spot, rewarding her with more of the mare’s succulent secretions that she lapped up with joy. She pulled away to lick her lips, eyes never leaving the plump mare lips that quivered each time her heated breaths washed over them as she got used to the pony’s exotic flavor. “Mmm… you ponies taste GOOD…”

Rarity, tongue lolling out of her mouth as she panted in bliss, brought a hoof down in a feeble attempt to shield her privates from the lust-hungry Dragon Lord assaulting her body. “Y-you… you ruffi-ooohhh!”

Her eyes rolled to the back of her head as Ember shoved her hoof aside and dove in to get back to work, each breath she took coming out in a gasp as the dragoness between her legs ravished her insides like a pro. She had to admit, for a dragon with little to no contact with her kind, Ember was a master at eating a pony out. Plus, with a tongue so long that Ember could flick its serpentine tip against parts of her body never before touched in such a sensual manner, the dragoness had already brought her to the edge of orgasm in record time.

Yet, whether to keep milking her insides for more of her sweet ambrosia or to just simply torture her with pleasure, Ember never made the move to push her over that edge. Whenever her gasps began to increase in pitch the dragoness would let her tongue fall still, choosing instead to just let it sit embraced on all sides by her warm inner folds. Of course, as soon as she had backed away from climax Ember would start again, lashing her draconic tongue out at whatever deep recesses of Rarity’s body she could find before starting the cycle once more.

Rarity groaned as Ember’s ministrations paused once again, picking her head up to weakly growl at the dragoness between her legs. “D-damn it, Ember… just finish me off-ooohhh…”

Ember silenced her by curling her tongue back in on itself, doubling the width of her spelunking tool as she began to grind it back and forth. She chuckled as the pony began to writhe on the floor, legs flailing as her body was subject to intense amounts of pleasure.

With a slick pop and a high-pitched yelp of surprise from the mare, Ember pulled her tongue out of the slick recesses of Rarity’s marehood and smiled. “Finish you off? Hmm…” She brought her talons up and pressed them against each side of the mare’s meaty lips, pulling them apart to reveal the bright pink insides that stood out against the white backdrop of the pony’s fur. “Surely you can go a little longer...”

Ember dove down to once again draw from the sweet honeypot between her legs, chuckling to herself as Rarity’s body tensed up and her legs began to wildly kick about. Quickly dodging out of the way of a flailing hoof, Ember reached up and shoved Rarity’s thighs apart to hold her against the ground, giving her all the room to devour whatever succulent juices she pleased.

Rarity’s entire body felt like it was on fire, bolts of pleasure racing up her spine to fry her brain with bliss with each strike of the dragoness’s tongue against her body. She wasn’t even sure if she had already orgasmed or not, mind so far gone that the world had been reduced to just her and the newly appointed Dragon Lord. But then, as Ember’s tongue once again pulled away, everything came back in a rush of sensations.

“E-Ember… what-”

And then the world shattered around her.

Ember, unraveling her lengthy tongue from her mouth, waited for the pink flash of the mare’s clit to appear before she darted in and wrapped it around the bulbous bundle of nerves. As soon as the draconic length had encased its prey and flicked its split tip across the top, the pony it was attached to shrieked and slammed her forehooves against the ground.

Keeping Rarity’s thighs pressed flat against the ground, Ember released the mare’s clit out into the air and, opening her mouth, sealed the pony’s meaty marehood between her lips. Her eyes fluttered closed as she slowly speared the mare’s clenching passage open with her tongue, moaning as Rarity tried to hump her hips up into her face. Her grip held firm, keeping the mare pinned to the ground as she feasted on her harvest.

Rarity let out a long, drawn out sigh as her orgasm came to an end, twitching each time Ember dragged her tongue against her marehood to clean it of any leftover juices. The Dragon Lord released her once she was done, leaving her crotch after one, final kiss against the bright-pink lips she had just serviced. Even then the dragoness did not relent from her assault, kissing her way back up her body until the light-blue scales of her face came into view.

Ember chuckled at the dazed look on Rarity’s face and waited for the mare to look at her before swirling her tongue around her lips to clean off any excess mare juice. “So, pony… how was that?”

Rarity stared back and licked her lips. “I-it was… a-alright.”

Ember recoiled away as if she had been slapped across the face. “Alright?! I… you…” She watched as Rarity wearily stood up, frowning as the pony turned towards her and grinned. “You gotta be kidding m-”

Suddenly, Ember found herself lifted up into the air as her body was surrounded by a glow quite close to the color of her scales. “H-hey! Put me down!” Her arms and legs flailed about as she was slowly lowered to the ground, this time with her on her back and Rarity standing above with a smug grin on her face. Ember blushed as her limbs were suddenly shoved against the ground, face scrunching up as the mare stepped over her prone body. “Wh… what are you doing?”

Rarity chuckled into a hoof. “Just showing you how it's done, darling…” She nudged apart Ember’s legs with her own, lowering her hips towards the Dragon Lord’s own until, with gasps from both dragoness and mare, the meaty lips of her marehood kissed the scaled lips of Ember’s vent.

Ember clenched her eyes shut as Rarity started to grind their bodies together. “Ah! Mmm… I- oh, fuck!”

Rarity leaned down and teasingly flicked her tongue across Ember’s snout. “Tsk tsk tsk… such unbecoming words for a lady!” She thrust her marehood against her, gasping as the soft scales rubbed against her clit. “Especially one in such a high position of dragon society!” She groaned as her button of pleasure reached out to kiss at the dragoness’s vent. “Or, well, you know…” - she pummeled Ember’s body with a series of hard thrusts, wet smacking sounds of leaking marehood meeting dragon-vent echoing off the walls around them - “somedragon who’s in a position beneath me…”

Ember growled, or as well as she could between the yelps that escaped her lungs with each thrust against her body. “D-damn… pony! I’m gonna-hmph!”

Rarity shut her up with a kiss on the lips, laughing as she pulled away and saw the blush across Ember’s face. “Hah! Poor little miss Dragon Lord getting worked up?” She reached up and wiped her lips, grinning as Ember moaned in reply. “Hmm, always wanted to kiss royalty…” Her smile turned devilish, showing off the whites of her teeth to the defenseless dragon beneath her. “Always wanted to fuck one, too…”

Ember gasped as Rarity suddenly hooked a hoof beneath her leg and turned her body to lay at an angle, giving the lust-hungry mare a better angle to really hammer her partner down into the floor with. She bit down on a claw as the surprisingly strong pony began to hump her held-up leg, mashing their pussies together to a lewd cacophony of wet shlicks and heated moans.

Rarity’s eyes gradually fluttered closed as her clit continued to grind across her partner’s passage, mouth still split open in a grin as she took the Dragon Lord to pleasure town.  Her ears flickered, however, when she began to hear something stirring behind her. She turned to look over her shoulder, smiling as her other dragon friend came into view. “Oh! Seems Spikey-wikey is awake!” She turned back to Ember, mockingly smiling at her as she continued to ram their hips together. “Maybe we should invite him over to join in! Wouldn’t! That! Be! Fun!” She finished each statement with another thrust of the hips, giggling as Ember’s only reaction was to close her eyes and moan as she bit down harder on the claw in her mouth.

Spike picked himself up on wobbly legs, groaning as his weary muscles yelled at him to stay down and rest. Or, at least, they did until he turned around, for as soon as he saw the writhing pair of females but a few short feet away his dragonhood decided now was actually the perfect time to get up.

From his position behind them, Spike was given a front row seat to two oh-so-different but oh-so-similar pairs of lips grinding against each other between their legs. Flashes of Rarity’s succulent pink folds

“R-Rarity? Ember? What…?”

He gasped as Rarity leveled a heated stare at him over her shoulder, beckoning him to approach without a single spoken word. His throbbing erection dragged him forward like a magnet to metal, each shaft pointing towards one of the two targets sitting between the female’s legs. He paused only a few short feet away, watching in awe as Rarity pulled her hips back to reveal several strands of glimmering liquid connecting the two ladies at the crotch.

Rarity nuzzled her cheek against Ember’s, giggling as the dragoness begged her to continue with nothing but a heated glare. “What? Did you want me to finish you off?” She grinned as she slammed her hips forward, a wet smacking sound drowning out the muffled moan that escaped from the dragoness’s lips in reply. “Well… surely you can go a little longer…”

Ember growled, the bright blush across her cheeks belying her ferocity as she tried to act tough. “Tch… I’m the Dragon Lord, damn it! I won’t be played a fool by a po-”

Her body tensed up and her breath hitched in her throat as something hard and warm pressed up against her vent and, with a push, slipped inside her body with a resounding slap of scales hitting scales. She opened her mouth as Spike began to pull his shaft from her depths, but instead of a pleasure-laced scream all that could come out was a weak croak as the dragon thrust into her again.

Rarity cooed as she watched Ember’s face twist up in pleasure, leaning down to once again comfortingly nuzzle her cheek against the dragoness’s flushed scales. “Hmm… how’s he feel, Ember? Two hot slabs of dragon meat pushing into your body and reaching your-”

Rarity’s body tensed up and her breath hitched in her throat as something tapped at her marehood, splitting her super-heated lips with its tapered tip to dip at her insides. With wide eyes she lifted herself up and glanced between her legs, gasping as she saw one of Spike’s shafts buried to the hilt inside of Ember’s tight vent as the other sat hotdogged between her leaking mons. “S-Spike?”

Spike, eyes closed as never-before-felt sensations flooded his mind with bliss, grabbed onto the base of his currently free shaft and began dragging it back and forth against Rarity’s marehood. Before long his entire length had been adequately lubed by the mare’s own juices, the shaft currently being hugged on all sides by tight dragon flesh flexing as he lined the other up against Rarity’s opening.

With one long, gradual push and a moan from all three creatures, Spike pushed his twin shafts into each of the female’s passages. Warm mare lips and scaled draconic vent hugged his twin spires of flesh all the way to the base, wrapping like a vice around his members to try and milk him of his seed. He grit his teeth together as he focused on not letting that happen, hips moving back and forth on autopilot as he did his best to please both females at the same time.

And, as Rarity picked her head up and yelled his name to the ceiling, it certainly seemed like he was doing a good job.

Ember, moaning with each stab her one and only dragon friend made against her insides, glanced at the pony beside her, still feeling the mare’s clit winking out against her own scaled lips. She yelped at a particularly hard thrust by the dragon between each of their legs, panting as pleasure began to build inside her body and a tightness started to form below her waist. Embarrassed by the cute-sounding noises escaping her lips, Ember looked for the first thing she could use to muffle them and, as she found it, opened her mouth and darted in.

Rarity shrieked as Ember’s jaws closed in around her neck, gasping as the dragoness’s teeth pressed against her skin and held her in place as another dragon pummeled her pony pussy into submission. The two reptiles had become almost feral in their movements, one breeding her like a mare in heat as the other simply held on for dear life. She felt her already well-used passage start to clench down on the draconic shaft splitting her in two, orgasm barreling towards her like a runaway train as Spike began to growl behind her-

And then, with a hard shove against her chest, she suddenly found herself tumbling off of Ember as Spike’s throbbing shaft slipped from her depths and denied her her climax.

Ember, barring her teeth at the dragon between her legs, reached down and grabbed the shaft thrusting back and forth against her stomach and lined it up with her already stretched apart vent. She hissed at it slipped inside, both shafts filling her to her limits as Spike moaned and continued to gyrate his hips. “Fffuck me… Fuck your Dragon Lord, Spike! Ooohhh yeah…”

Spike’s eyes shrunk to pinpricks, his panting breaths settled into an eerie calm, and as a guttural growl built in his chest he suddenly hooked his arms around the dragoness’s waist and began to slam himself as hard and as fast as he could against her body

Ember’s teeth clenched, her muscles tensed, her head pressed itself back against the solid earth beneath her, and with one final roar and a burst of blue flames from her lips she felt her vent start to rhythmically clench around her subject’s dragonhoods buried deep inside her body.

Not even the slick folds of flesh clamping down around his shafts could stop Spike from continuing his motions, lewd schlurks and schlips fading away into static as he focused on pleasing his Dragon Lord to the fullest. He bent over her writhing body, opening his jaws to wrap his teeth around her neck and hold her in place as he traded speed for power with his thrusts. After a few smacks of hips to ass, Spike gasped around the scales of her neck as his twin cocks spasmed once, twice, three times before, with a growl, he shoved himself to the hilt inside of her quivering passage as warm shots of seed began to fire into her depths.

Ember began thrashing around in place as Spike filled her insides with thick draconic cream, legs kicking and head shaking as she rode out intense waves of pleasure battering her body. Spike, whether it be due to her current state or some feral strength that had suddenly entered his body, was able to keep her in his grasp with ease, making sure to keep her in place as he dumped liter after liter of his life-bearing seed into her fertile passage.

Rarity watched the two dragons rut with a frown on her face, her own orgasm slowly dying off even as she rubbed her clit with a hoof. She huffed in frustration as she gave up, groaning in disappointment even as Ember hissed her pleasure up to the heavens. Spike continued to growl around her neck as his hips thrust forward with each spasm of his cocks, only pulling away once his orgasm had come to an end. Even as his twin cocks, now white from a mix of dragon cum and dragoness juices, slipped from her depths and rested against her stomach he kept his firm grip against her body, making sure his seed had all the time it needed to do its job before releasing her.

Ember, instead of using her new-found freedom, simply sighed and rested against the cool ground beneath her. She slowly ran her hands down her body, gasping as she dipped a talon between her legs and felt the veritable river of cum running down her lips to puddle around her thighs. She closed her eyes, smiling as she felt the rest still sloshing around inside of her.

With a sudden burst of energy Ember picked herself up and dusted off her scales, turning towards the near-comatose dragon next to her and helping him up onto his own two feet. “Whew! That sure was something!” She leaned down and kissed him on the cheek. “Just another thing I have to thank you for…” She skipped her way past the flustered mare towards the exit, only pausing to whisper, "Told you I wouldn't be played a fool by a pony..." before turning around and disappearing from sight behind the pile of stones. “C’mon, guys! Twilight’s waiting! Let’s get a move on!”

Rarity growled. “That bitch…”

Spike, nearly tripping over himself with each step he made, stopped by the prone mare’s form and extended a claw to help her up. “S-sorry, Rarity… I don’t think I can go another round…”

Rarity gave him a weak smile as she accepted the offered hand, standing up with her tail flagging behind her as it demanded to be attended to. “Ah… no worries, Spikey-wikey. It was fun while it lasted.” She turned away from him, lowering her voice to not be heard. “Oh, don’t worry, I’ll get her back eventually…”

Twilight turned towards the rest of her friends as they came around the corner, excitedly lifting up the rock she had been studying for the past ten minutes in her hoof . “Look at this! The formations in this rock indicate that it was formed well over…” She paused as she got a good look at her friends, Spike nearly tripping over himself as he walked on wobbly legs while most of the fur on Rarity’s face seem to be matted down with… something. In fact, the only one of the three that didn’t seem to be exhausted was Ember, who walked up to Twilight with a spring to her step and, after giving the mare a friendly smile, walked on past towards the entrance to the mountain as she whistled a jaunty little tune.

Twilight watched her go, only turning towards her friends once the dragoness was out of sight. “What happened to you guys?”

Rarity frowned. “You don’t want to know, darling…”

Spike smiled. "It was awesome..."

With that, the dragon collapsed into a heap on the cavern floor, sleep overtaking his tired body before it even hit the ground.

Episode 6 - A Blossoming Friendship

Starlight sighed as she leaned back against her lounge chair, two cucumber slices perched atop her eyes that deprived her of her vision as she relaxed inside of the notorious Ponyville Spa. As soon as she had seen the newly-constructed building she had remembered the heaping amounts of praise Rarity and, to a lesser extent, Fluttershy had given the establishment in passing.

AAnd sweet Celestia above, they weren’t kidding.

A shock of pleasure raced up her spine as one of the masseuses between her legs latched onto one of her teats and began to suckle, slowly building up the heat between her legs as the second used masterful hoof-work to massage the doughy flesh of the other. “Ahh… this is JUST what I needed…”

A soft moan escaped from her lips as the mares swapped their duties, the pony with her lips around her breast releasing it back into the air as the other lowered her head down to apply the same treatment to its twin. All the worries of the day seemed to slowly drain away from her body as she lay there, relaxing on top of a rather comfy massage table as two beautiful mares played her like a finely tuned instrument.

“Ohh… tell me about it…”

Starlight smirked as the mare behind her moaned. The pony had joined her not too long ago, apparently looking for the same kind of attention as she had after a long, hard day of trying and failing to make a single friend. And, from the sounds of it, the mare certainly seemed to be appreciating the work being done to her body as much as, if not more than, herself.

Starlight smiled and spread her hind-legs as one of the mares nudged her thighs apart, granting them access to her most treasured of areas to work on. “You ever have one of those days?” She gasped as a pair of hooves reached down between her legs and split apart the fat lips of her marehood, a barely audible schlick sound reaching her ears as her wet folds were forced to split apart.

The mare answered her with a low, drawn-out groan of her own. “Mmm… For me, they’re all one of those da-ah!”

Starlight chuckled as the mare finished her statement with a startled gasp, no doubt being treated to the internal part of the Spa’s most famous massage package, The Carnal Comforts Package. She had to bite her bottom lip to stop herself from crying out as the masseuse between her legs began as well, starting with light licks around the outside of her marehood to make the flesh more susceptible for future treatments.

The mare sitting just behind her moaned as a rhythmic licking sound began to echo off the walls of the spa. “Ohhh… I’m gonna start coming here every time I visit Ponyville…”

“Mhmm… I’m-” Starlight nearly jumped out of her seat as the second spa worker made her presence known, placing a wet smooch against the fat flesh of her clit that shocked her mind to the core. “I’m… I’m not from here, either.” She gasped as she felt two noses nuzzling around her defenseless passage, warm waves of air blowing across the damp lips of her pussy and lighting up her nerves with bliss. “I’ve been trying to make friends, but it’s not easy. They’re nooohhh” - A warm, wet tongue pressed against the center of her meaty lips and slipped inside with ease, wiggling about against her folds as the other mare licked around the outside to mop up any juices that got by her fellow co-worker - “They’re not s-saying it, ahhh, but I think everypony knows about my past. I may have been a tiny bit completely and utterly evil.”

Her body tensed up as a second tongue slipped past her labia and joined the first, twirling around its twin as they used her pussy as their dancefloor. Two sets of hooves reached up and began to knead at her teats once again, the pair of professionals perched between her legs making sure to not leave a single inch of her lower body untouched.

“P-ponies judge me on my p-past, too. Ah! Oh! Ohhhh, fuuuck...” From the sounds of it, whichever masseuse was working on the other pony in the room was doing just as good of a job, the mare lying just behind Starlight letting out weak gasps and breathy moans as the licks grew in intensity.

A sudden bump into the back of her chair from the one pressed up against it caused one of the cucumber slices to fall from Starlight’s eyes, tumbling down between her legs and interrupting the light-blue and soft-purple mares sitting on the floor from doing their job. Starlight gave them a sheepish smile as she took off the other slice with her magic, blushing as the one she thought she had heard was called Lotus licked at the other one’s cheek to clean up any stray fluids their tongues had been unable to catch.

She turned over onto her side, gradually flipping onto her belly as she watched her fellow patron being worked on by a bright-pink pony between her legs. The light-blue mare with a near-white mane had apparently asked for the same treatment as herself, eyes covered with cucumber slices and face coated in green as the mare laying on her stomach between her legs feasted on her insides. From how hard the worker seemed to be pressing her muzzle up against the mare’s thick, juicy pussy lips, she certainly seemed to be doing her job with gusto.

Starlight gasped as she felt a pair of hooves grab onto the meaty cheeks of her ass, roughly kneading the doughy mounds like some kind of master baker making a cake as she dreamily gazed between the other mare’s legs. “Mmm… finally, a pony I can relate to…”

The blue mare’s ears perked up, horn glowing as she levitated her own cucumber slices from her eyes and turned to look over her shoulder. “Oh? Another pony down on her luck?”

Starlight clenched her eyes shut and let out a soft yelp of surprise as the mare massaging her ass suddenly reached up and slapped her right cheek with a hoof, the bubbly flesh bouncing for several seconds past the time of impact before she did the same with its twin. “Mmph… oh yeah, that’s what I’m talking about…” She glanced up, blushing as the rather pretty set of purple eyes of her fellow patron met with her own. “Y-yeah, you could say that…”

A sudden weight against her body caused her to glance back over her shoulder, a lust-tinged moan leaking from her lungs as the light-purple plot of her other masseuse plopped down on her back. With the mare facing away from her, she was given a perfect line of sight to the mouth-watering curves of the mare’s pert ass, even getting a glimpse of the puckered treasure that lay between it as the mare’s tail swung back and forth.

With a heated groan as the mare on her back leaned over and split apart her cheeks to grant her co-worker easier access between them, Starlight turned her attention back towards the other non-worker in the room and blushed as she saw the glow of the mare’s horn. It appeared as though the mare’s patience had run out, her magic holding onto the back of the bright-pink mare’s head to keep her between her legs as she sloppily made out with her marehood.

Starlight, eyes glued to the flashes of pink she saw each time the mare dragged her tongue up the light-blue pony’s lips, reached over and tapped her fellow patron on the shoulder. “N-nice to meet you…” She had to take a moment to regain her thoughts as she felt a mare start to kiss at her hind end. “I’m S-Starlight. Starlight Glimmer.”

The light-blue mare, biting her bottom lip as she mashed the pony between her legs against her leaking mons with her magic, glanced at Starlight out of the corner of her eyes and smirked. “Trixie, “ - She reached over and bumped hooves with Starlight, gasping as the pink mare between her legs darted up to kiss at her clit - “Trixie Lulamoon. So -” She pushed the mare between her legs away as she flipped over onto her belly, chuckling as the pony pouted at being denied her juicy treat “- what’s got you down, Starlight?”

Starlight cooed as a hoof wrapped around her tail and pulled, keeping it out of the way as the other masseuse’s kisses began trailing towards the center of her plot. “Mmm… I have a, uh, important dinner I have to go to later and I need to bring a friend.” She sighed, her half-lidded eyes glazing over with bliss as lips touched the short patch of skin between her marehood and anus. “But like I said, it’s not easy.” She sighed again, this one more melancholic than the last. “I did some rather… awful things in the past. I’m sure they’re only seeing the old Starlight when they look at meeeEEE!”

A quick drag of a tongue across the soft flesh of her anus broke her from her depressing thoughts, and another brought a dopey grin to her face as she shuddered and laid her head down on the comfortable table cushion. She sighed as the mare on her back gave her tail another tug, the sharp jolt of pain easily washed away by the warm pleasure radiating from her backdoor.

Trixie folded her hooves beneath her chin, adjusting herself into a more comfortable position before she spread her hind legs and released the ravenous mare waiting behind her from her magical hold. The pink pony promptly plunged past her plot to once again slurp at her pussy, causing her muscles to tense up as her clit winked out against the soft surface of the massage table. “Mmph! Oh! T-tell me about it… One performance that leaned a little towards the evil side and suddenly Trixie is the villain! I-” Her face clenched up as pleasure raced up her spine, lips falling into a frown as she picked herself up and glared at the mare latched onto her clit. “H-hey! Take it easy on Trixie! She’s trying to converse over here!”

Starlight chuckled into a hoof before she glanced over her shoulder at the light-purple pony sitting on her lower back. She moaned as she watched her slowly rock her hips back and forth against her body, rubbing her leaking lips against her fur and leaving a streak of fluids down her spine. The other masseuse had settled for simply making out with her marehood as if it was a long lost lover, mouth pressed up against a very different pair of lips as her tongue danced around her client’s insides.

She groaned, licking her lips as she watched the mare on her back make a particularly hard thrust against the curves of her ass. “E-excuse me?” The mare ceased her rocking motions and turned to look at her over her shoulder, purple cheeks turned pink in a blush. “Can… can we move the tables next to each other? Just to make taaahhh…”

A passing tug against her clit was the last thing she felt before the other mare’s head popped into view, lips glistening in the light from the ample amounts of honey she had harvested from her folds. “Yes, of course! Anything for a paying customer!”

It took a moment for thought to return to Starlight, mind reeling after the sudden suction applied to her button of pleasure. By the time it did, the two mares who had been working on her for the past half-an-hour had moved to the side of the masseuse table and had pushed it around 180-degrees to put it parallel to the other one in the room, leaving her side-by-side to her fellow former villain as she writhed in bliss.

Starlight flipped over onto her back, sighing as she stretched out her limbs and the two rather good-looking mares once again descended between her legs. She glanced at Trixie, smirking as she saw the pink mare attacking the thick folds between her fellow patron’s legs once again. “So, a former evil do-er, huh?”

“... and then the two of them decided to bring a real Ursa Major into town!”

Starlight, hooves propping up her head as she lay on her belly, rolled her eyes and chuckled at Trixie’s tale. “You gotta be kidding me… an Ursa Majo-oh!”

Trixie grinned and rolled her eyes as well, stealing a glance at her new acquaintance’s rather supple hind-end to see peeks of light-blue fur past Starlight’s tail. “You’re still going over there?” She peeked behind her and gave the mare filing her hooves a sly grin. “Guess she really needed this, huh?”

Aloe returned the smile, continuing to lightly polish her client’s hoof as she turned towards her sister currently tucked up underneath Starlight’s tail. “Mhmm… But, to be fair, my sister is an expert at the more… carnal arts.” Her grin turned sly as she reached over and tapped her twin on the ass. “I can certainly see why you’d want to keep her going for as long as possible…”

Lotus backed away with one last drag of the tongue up the center of Starlight’s now pinkish pussy, panting as she licked her lips and gave her sister an incredulous look. “Sister! Such a thing to say!”

Aloe chuckled, laying the hoof in her grasp back down onto the table as she grabbed the other one in her magic. “Well, I don’t hear you disagreeing with-” She paused as Starlight let out a rather loud moan and sighed as she saw her sister had already dived back between the mare’s legs, wet slurps echoing off the walls of the spa as Lotus continued her special treatment without waiting for her sister to finish talking.

Lavender walked by, placing a warm towel around Trixie’s neck before climbing up onto Starlight’s table as she flipped the mare onto her back. “Eh, that’s Lotus for you-” She paused as Lotus moved southward and plunged her tongue past the puckered ring of flesh tucked up underneath Starlight’s tail, the mare thrashing in bliss for a moment before falling still with a sigh “-always eager to help out a customer…”

Starlight glanced up with half-lidded eyes as Lavender balanced herself on the back of the massage table, the purple mare standing above her and blocking out the lights overhead as she slowly lowered her crotch towards her face. “W-well, after the day I’ve had, it certainly is appre-”

She was silenced as her muzzle was shoved between the mare’s legs, eyes fluttering closed as her tongue immediately went to work on devouring her offered treat. Sweet ambrosia washed over her taste-buds as the purple pony’s supple folds parted around her tongue, blasting her with the mare’s flowery scent as her eyes rolled up to the back of her head.

Trixie chuckled to herself as she watched Starlight, head tucked between a mare’s legs as another went to town on the donut of flesh beneath her tail. She glanced down at Aloe, grinning as she flipped over onto her side and lifted a leg to reveal the already well-used lips of her pussy. As Aloe returned the smile and crawled up between her legs without a single word, Trixie looked over at Starlight and met her eyes with her own. “Hmm… I think this is going to be the start of a beautiful friendship…”

Episode 7 - Rule #2

“Rainbow Dash, over here!”

Rainbow’s head snapped towards the entryway of the locker room, worry building in her chest as she saw Spitfire leaning against the wall. She wearily flew over, her anxiousness clearly written across her face as she noticed a strange glint in her captain's eyes. “Yes, ma’am!”

Spitfire grinned. “I’m glad you’re still here.”

Rainbow returned the smile and felt the nervousness dissipate from her body, happy to hear that her idol wanted to see her. “Oh yeah? Did you want some ideas on how to make the show extra awesome?”

Spitfire rolled her eyes, lips still curved up in a grin. “Not quite.” Falling forward from her position against the wall, she deftly landed on all four hooves and took a step forward towards her newest teammate. “I know you’ve been a reservist for a while -” She took another step forward, her smile growing devilish as she saw Rainbow’s cheeks start to light up in a blush “- but the ‘Bolts have a few of their own rules you might not know about…”

Rainbow looked into her captain’s eyes, sweat starting to form on her forehead from the heated stare the mare was giving her alone. The fur on the back of her neck started to stand up, the tell-tale sign of somepony watching her from behind tingling up her spine as she slowly turned around-

She couldn’t help but gasp at what she saw.

Spitfire chuckled. “Like worst flier of the day has to please the whole flight team…”

All four of her other teammates, each one with their eyes trained on her as they gave her impish grins of their own, had a hoof between their hind-legs as they began to fiddle with the zippers around their crotch. Rainbow tried to swallow the lump in her throat as she saw Cumulus Cloud, one of the only two stallions in the flight team, lick his lips as his eyes slowly traced her flight-suit-encased form, drawing a line down her fur that led right to the bubbly cheeks of her ass as he drunk in her form.

Her ears perked up as she heard the sound of unzipping metal, and as she turned towards Soarin her eyes immediately fell between his legs as she caught movement out of the corner of her eyes. Her mouth fell open in shock as she saw it, Soarin’s fully erect stallionhood flopping about between his legs as it fell through the hole in his flight-suit. His balls weren’t too far behind, both orbs dropping down to bounce around for a moment just past the stallion’s cock before ominously falling still.

Soarin shook his head back and forth as the cooler air of the locker room brushed past the heated flesh of his cock, small beads of sweat flicking off his mane to fall on the floor. “Ahh… oh yeah…” He cracked his back and smiled, watching Rainbow watch the mammoth piece of pony-cock swaying between his thighs. “Mmm… I really need this after today…”

Rainbow sheepishly averted her eyes as she saw the dark-blue shaft pulse to life, only to see Cumulus’s cock follow Soarin’s example as it fell from its cloth-based prison between the pegasus's legs. “Hmph, tell me about it…”

She slowly backed away, eyes bouncing between both bobbing breeders between the stallions’ legs as they smirked and began to slowly stalk her across the room. “H-hey now, guys-” Something hard pressed against her back, shocking her into letting out a startled yelp as she whipped around and found Spitfire blocking the doorway “- y-you… you aren’t serious, right?’

A white mare suddenly appearing at her side made her trip over herself, falling onto her belly right in front of Spitfire with a yelp as Surprise giggled next to her. “Oh, of course we’re serious! It’s a good way to build teamwork!” The golden-maned mare glanced up at Spitfire, grinning as the leader of the Wonderbolts sat down and once again leaned back against the wall. “Ain’t that right, Captain?”

Spitfire chuckled as she gradually slid forward, slowly spreading her legs out as her crootch approached the mare lying on the floor before her. “Yeah… something like that.” She reached down between her legs, smiling as Rainbow looked up at her and then watched as she slowly started to unzip her crotch zipper to reveal her marehood to the world.

Rainbow felt her eyes widen and cheeks light up in a blush as the dark-golden lips between the mare’s legs came into view, yet she could not look away as her senses were assaulted by Spitfire’s sweet smelling scent. In fact, as she licked her lips and swallowed the sudden buildup of spit in her mouth, she could already feel a dampness start to form beneath her tail just from being in such a close proximity to her idol’s most private of areas. She glanced up at Spitfire’s smiling face for a moment and, after seeing no malicious intent within her new Captain’s eyes, she let her gaze fall back between the mare’s legs. “O… okay…”

Spitfire snickered as she reached between her legs and split her lips apart with a hoof, gasping as she felt Rainbow’s gaze on her bright-pink insides. “Well? What are you waiting for, Crash?” She pulled her hoof away and placed it behind herself as she leaned back into a more comfortable position, sighing as she held her legs apart and waited for her new teammate to begin. “Dig in!”

Rainbow’s cheeks flushed as she watched the thick bundle of nerves at the top of Spitfire’s marehood wink out at her, drawing her in between the mare’s legs like a siren’s call. Her lips slowly approached her captain’s and, with one last look up at the mare’s face, she leaned in and pressed them against the mare’s pussy in a kiss.

Spitfire let out a breathy moan as Rainbow’s tongue stuck out between her lips and lashed out at her marehood, dragging up one side of her labia before repeating the process with the other. “Oh yeah… that’s the stuff…” She let out a short gasp as the tip of Rainbow’s muzzle brushed across her clit, a pleasure-laced shiver racing up her spine as the bundle of nerves continued to playfully wink out in greeting.

Spitfire reached between her legs and grabbed onto the back of Rainbow’s mane, pulling the mare away from her crotch and laughing as she saw the pout on her teammate’s face. “Come on, Crash…” She shoved her back between her legs, gasping as a long, wet lance of heat stabbed between her lips and began massaging her velveteen insides. “We’re the Wonderbolts! We go hard-” She pushed on the back of Rainbow’s head again, mashing the mare’s nose against her clit and forcing her tongue deeper into her pussy “- or we go home!”

Rainbow’s only response was to moan into the luscious folds pressed up against her face, vibrating the mare’s clit as it continued to punch out at her nose. The succulent juices coating her tongue and the mind-numbing scent of a horny mare in need had done their jobs of breaking down her worries wonderfully, the part of her flight-suit between her legs no doubt damp from her excitement. In fact, it already felt like somepony was doing something-

“Wow! Guys, she’s already really wet!”

Rainbow shivered as Surprise dragged her tongue up the center of her still hidden marehood, most of the blood in her body either between her legs or up in her face as she continued to tongue-fuck her captain. Her eyes rolled up to the back of her head as she heard the sound of a zipper coming undone and felt the cool air of the locker room brush against her superheated mons, no doubt dripping in excitement onto the floor as the rest of the team openly oogled her defenseless pussy.

Rainbow blushed as an impressed whistle rang out behind her, yet even then she continued to keep her ass up in the air and her tongue inside Spitfire’s quivering passage. “Whew… Sweet Celestia, Crash, you look like you need this more than us!”

A mareish giggle was drowned out by a deep moan that escaped from her lungs as something warm and wet flicked across her marehood. “Yeah! Jeez, Crashie, it’s like I don’t even have to get you ready!” Another lashing strike from Surprise’s tongue made her shiver, clit winking out to press against the mare’s tongue before she pulled away. “Mmm… tasty!”

Rainbow did her best to keep her attention on her captain’s leaking lips, yet once she heard Surprise step away and a series of heavy hoof-falls approach her from behind she pulled away and glanced over her shoulder. She gasped as she saw the white, puffy mane and wide grin of Cumulus Cloud over the curve of her ass, his eyes trained between her legs for a moment before glancing up at the shivering form of Spitfire leaned against the wall. “She good?”

Spitfire half-chuckled, half-moaned in response, the hoof pressed against the back of Rainbow’s head beginning to lovingly rub her mane as it pushed her back between her legs. “Oh yeah, she’s good… mmph…”

Cumulus smirked. “Good...”

Rainbow yelped as a sudden weight fell on her back, shivering as hooves suddenly appeared on either side of her face and something very long and very, very thick rubbed against her thighs. She felt another pony’s hoof brush against her marehood, the tell-tale giggles of a certain white pegasus her only clue as to who was lining up Cumulus’s thick cock to the gates of her tight pussy.

“Alright, Cum-cum, she’s all your-”

Rainbow’s head shot up from between Spitfire’s legs as several inches of fat pony-cock was suddenly splitting her marehood in two. “Ah! Oh, fuuu-”

Her shout was silenced by a meaty pair of mare lips as, once again, Spitfire shoved her face up against her pussy and ground her nose against her clit. “Shhh… just let it happen, Crash…”

Rainbow did her best to just let it happen, but from her position on the floor and a heavy stallion pinning her down as he gradually sunk what felt like several feet of stallion-meat into her much-too-tight marehood she didn’t really think she had much of a choice in the matter. Of course, as soon as her body had overcome the shock of such a sudden intrusion into her passage, the fires of pleasure once again began to build between her legs. Before she even felt the tap of the stallion’s heavy balls against her clit as he bottomed out inside of her the bundle of nerves was madly winking like she was a mare in heat, no doubt giving the rest of the team a show of her bright-pink insides flashing between her legs.

It took a moment for her mind to clear after the initial penetration, but once it did she focused on the pair of mare-lips pressed up against her face and began to really eat her captain out. Even as Cumulus pulled his cock out as her folds clenched around his thick shaft in an attempt to keep him inside she continued to service her idol, lashing the mare’s clit with a series of quick strikes of her tongue before burying it as far as it could go into her marehood to scoop up whatever juices lay hidden within her.

Cumulus paused with only the tip left inside Rainbow’s tight tunnel of pleasure, chuckling to himself as he watched his normally stern captain writhe against the wall with her face twisted up in bliss. “Heh, that good, Spitroast?” He slammed his hips forward, grunting as his cock sunk back inside the euphoric warmth of his newest teammate’s pussy. “Come on, Spit, your making us look bad! Can’t let a novice like Crash get the better of you!”

Spitfire shivered as Cumulus make a quick jab with his hips, pushing the mare between her legs harder into her quivering mons as she made out with her pussy. “Pff… trust me, dude-ah!” She gasped as Rainbow darted up to suckle on her clit, pulling the bulbous bundle of flesh with her lips and lashing at the top of it with her tongue. “I-if she was doing this t-to you, you’d be having trouble t-too!”

Cumulus gave her a smug grin. “Yeah, right.” Another resounding clap of flesh hitting flesh rung out in the room as he slammed his hips into Rainbow’s ass, forcing a gasp from all three rutting ponies as the shockwave of force moved from the stallion all the way to the mare leaning against the wall. “Mmm… Everypony here knows you have a thing for cute little mares tucked up between your legs…”

Spitfire moved her hoof from behind Rainbow’s head and cupped the mare’s cheek, lovingly rubbing it as the mare continued to assault her body with her tongue. “Damn right I do.” She glanced up at Cumulus, a playful glint in her eyes as she watched him speed up his thrusts. “Besides, do I need to remind you what happened the first time you got the worst flier treatment?”

Surprise suddenly appeared next to Rainbow, laying on her belly with her head propped up in her hooves as she watched her eat Spitfire out. “Heh, yeah, they don’t call you Cum-Cum for nothing!”

Cumulus rolled his eyes, though his hips continued to move back and forth on autopilot as he glanced at the lithe mare beneath him. “Hey, I told you guys, I was a little pent up that day!” He brought a hoof up and slapped the lightning-bolt on the side of Rainbow’s ass, chuckling as the mare’s pussy clenched down on him in reply. “So what if I made a little mess!”

Rainbow, mind reeling from the sudden contact of hoof against her ass, barely made out the sounds of a mare gargling on something behind her as she heard Soarin start to chuckle. “A little mess? I swear it took you all day to clean it up afterwards!”

Spitfire chuckled, hoof slowly rubbing Rainbow’s face as she felt a tingle start to form beneath her waist. “Yeah, that sure was something, Cum-Cum. Never seen anything like it!” She glanced over at Soarin, frowning as she saw him sitting at the edge of the bench with Misty Fly between his legs. “Hey, Misty!”

Misty pulled away from Soarin’s lap with a lewd slurp, the stallion’s now spit-slicked shaft forcibly wrenched from her throat as it popped out from between her lips. The thick shaft draped over her head as she turned towards her captain, leaving her with a cock-based unicorn-horn protruding from her forehead. “Yeah, boss?”

Spitfire rolled her eyes. “You know the rules. Crash was the worst flier today, not you…” She turned her attention back to the top of Rainbow’s mane, lowering her voice to a whisper so that only she could hear. “Slut…”

Misty returned the eye roll as she brought a hoof up to her forehead and saluted her superior. “Yes, ma’am! Just making sure he’s ready, ma’am!” She turned towards Soarin and sighed. “Slut…”

Spitfire smirked to herself. “Yeah, I’m sure you were…”

Rainbow would have at least smirked at the short banter between the two ‘Bolts, yet with a mouth-full of juicy mare folds and a metaphorical log shoved between her legs she found that she could only gasp and hold on for dear life as Cumulus’s thrusts began to grow in intensity. Already she could feel the pangs of climax approaching, a far off sensation that came closer each time the stallion’s heavy nuts would slap into her clit at the apex of his thrusts.

Cumulus lowered his stance, laying his belly in the small of Rainbow’s back as he shortened his thrusts against her body. Each time his cock punched its way past her supple folds into her furthest depths he could feel her shiver against him, and when he began to pull himself back out he felt her press her ass back against him to keep him inside. “Heh… Like that, Crash? Well, there’s plenty more for ya coming-”

“Ahhh fuuuck!”

A sudden shriek filled the room, startling the stallion and nearly causing him to fall off of Rainbow’s back as he reared back up onto two hooves in shock. Rainbow let out a long, drawn out moan as she felt the stallionhood buried balls-deep inside of her body lurch as he moved and then let out a high-pitched shriek of her own as, suddenly, she found herself in the crosshairs of a certain mare’s explosive orgasm.

Spitfire grabbed onto the back of Rainbow’s head and shoved her between her legs, humping the mare’s face as she rode out one of the most intense orgasms of her life. “Oh! Oh! Oh, shiiit!” Thick streams of marecum rocketed out of her pussy to splatter across Rainbow’s cheek, some of it coming out strong enough to mat down the multi-colored hairs of the mare’s mane. Still Rainbow did not relent, trying her best to catch as much of the sweet ambrosia coming from her captain as possible even as Cumulus continued ramming her as hard as he could.

Surprise leaned in, an ear-to-ear grin splitting her face in two as stood up and pumped a hoof into the air. “Woo! Go Crash! That’a girl!”

Soarin and Misty joined their exuberant teammate, both whistling as they walked up beside her and saw their captain writhing against the wall. “Wow! She really got her good, didn’t she?”

Misty licked her lips, eyes drawn to the point of connection between Rainbow and the stallion on her back. She moaned under her breath as she watched a bead of mare-juice run down the curve of the stallion’s light-grey ball sack, only to drip off and join its brethren in a puddle on the floor. “Mmm… looks like Cumulus got her good…”

Cumulus chuckled, watching his captain’s face as Spitfire bit her bottom lip hard enough to almost draw blood. “Oh, we ain’t done yet… mmph...” He followed his statement with another thwack of his balls slapping into Rainbow’s clit, forcing a sharp yelp to leak from her lips as she slowly pulled away from Spitfire’s marehood. “Ain’t that right, Crash? We still got a ways to go, don’t we?”

Rainbow grit her teeth as Cumulus’s pulled the entire length of his shaft from her depths, evacuating her passage with a loud schlurp as he fell from her back. “My… my name’s not Cra-whoa!”

She suddenly found herself picked up off of the ground, torn away from the juicy pair of lips between Spitfire’s legs as Cumulus used his impressive strength to heft her over to the bench. With a soft “oof” she landed on the hardened wood, face pointing towards the ceiling as pleasure-induced stars blurred her vision. “Huh? Wha…?”

The light hanging overhead was blocked out as Cumulus came into view, sporting a wide grin and a throbbing erection that drooled a line of pre onto her stomach as he reared up between her legs. He glanced over at the only other stallion in the room, chuckling as he saw a matching glob of seed fall from the dark-blue shaft between Soarin’s legs only to be caught on Misty’s tongue as she lay on the floor. “Well, Soarin, now that Spitfire isn’t hogging Crash’s mouth…”

Soarin smiled, a devilish glint in his eyes as he walked past Misty, who gave his cum-filled stones a quick lash of the tongue in passing, and made his way up and over Rainbow’s head to put his crotch right above her face. “You’re reading my mind, Cumulus…”

Rainbow watched in disbelief as Soarin slowly lowered his hips towards her face and she gasped as she had to turn her head in order to dodge out of the way of his swinging pony-cock as he got into position. If she thought the shaft currently plundering her defenseless insides was large, the blue stallion’s cock was massive. A thick, blunted head pressed against her lips, battering against the gates of her mouth as it sought entry to her maw. The shaft was lined with thick veins that pulsed to the beat of the stallion’s heart, showing off the pegasus’s virility with the backdrop of his balls hanging in the background.

Soarin waggled his hips back and forth, lightly tapping the sides of Rainbow’s face with his shaft and leaving a line of pre against her cheek. “Come on, Crash, open up…”

Cumulus cracked open one of his eyes as he hunched over Rainbow’s body and shoved his cock back inside its new, flesh home. “Crash not playing along?” He smirked as he saw Soarin wrap a hoof around the base of his shaft to hold it against the mare’s lips. “Hold on, Big Guy, I got just the thing…”

Rainbow held her lips together, even as the stabbing jolts of pleasure racing up her spine each time Cumulus slammed his hips into her ass tried to force a gasp from her lungs. It wasn’t that she was opposed to the idea, necessarily. The thick log of pony-flesh waiting at her lips was simply too big! There was no way that-

The loud, smacking sound of a hard hoof meeting doughy pony-ass reached her ears before the pang of pain did, but once her nerves lit up and sent the message to her brain that Cumulus had once again slapped her hind-end with a hoof her mouth opened to let out a loud shriek of pleasure-

Which let the head of Soarin’s shaft slip past her lips and into her maw, filling the cavern of her mouth up with warm pony-flesh that continued to push deeper and deeper towards the back of her throat. Her tastebuds were graced with the slightly-salty taste of Soarin’s stallionhood, eyes widening as he continued to lower his cock into her throat down past what she thought she could handle.

And she absolutely loved it.

In fact, as Soarin’s heavy balls draped over her eyes and his cock bottomed out inside of her mouth, she moaned and lathered his shaft with lust-filled strikes of her tongue. Her world was reduced to just her, the cold bench pressing into her back, and the two stallions spitroasting her inside of the Wonderbolts locker room. She was left unable to do anything, lying on her back for her two idols-turned-teammates to use however they wished.

Cumulus began to gasp with each of his thrusts, balls starting to pull up towards his body at they prepared to unload their creamy contents into Rainbow’s velveteen insides. His eyes fluttered closed as his hips picked up the pace, the thick cock between his legs a blur of slurps and squelches as it forced itself into the mare’s juicy folds. And as he felt another mare start to nose around the point of penetration and lap up the underside of his balls, he grunted and shoved himself to the hilt for the final time.

Rainbow’s eyes popped open as she felt the first burst of warmth blast into the walls of her insides. The opening salvo was quickly followed by another, and another, and another, quickly filling her womb to capacity even as more rocketed out of Cumulus’s cock. Her vision began to blur as she felt her body start to clench up, her own orgasm barreling into her mind as Soarin continued to fuck her face.

Soarin moaned as he felt Rainbow screech around his cock, speeding up his thrusts as he glanced up and saw Cumulus start to dismount from his side of the mare. His teammates dark-gray cock pulled from the mare’s well-fucked lips with a loud schlurp, flopping down between his legs as it slowly retreated back into his sheath. A veritable river of stallion-seed followed in his wake, running down past the bulge of the mare’s anus before puddling onto the ground below.

As soon as Cumulus backed away and grabbed a nearby towel to wipe up the mess between his legs Surprise’s smiling face came into view, eyes full of mirth as she looked at the mess her teammate had made between Rainbow’s legs. “Wowee, Cum-Cum! You filled her to the brim!” She glanced up at Soarin, giggling as she saw the blue fur of his cheeks tinged red with a blush. “You gonna fill her up good too, Soarin?” She reached up and rubbed Rainbow’s stomach with a hoof, cooing as she watched the mare shiver in reply. “Gonna fill this cute little tummy up with your stallion-cream?”

Soarin chuckled and shook his head in disbelief. “Celestia above, Surprise, you’re one crazy mare!”

Surprise rolled her eyes. “Crazy? I’m not crazy!” She brought her face up to Rainbow’s leaking lips, smiling as she kept her eyes on Soarin’s face. “I just like to have fun is all!”

Soarin shivered as he watched Surprise drag her tongue up the center of Rainbow’s marehood, a thick dollop of seed resting at the tip before it curled back and scooped the seed into her mouth. He felt a tingling start to build in his balls as he watched her make a show of swirling it around with her tongue to coat her tastebuds with Cumulus’s spunk, both ponies moaning as she swallowed and opened her mouth to show it devoid of seed.

He clenched his eyes shut as Surprise repeated the maneuver, not wanting the euphoric sensation of Rainbow’s throat wrapped around his cock to come to an end too soon. His balls churned with his load, begging him to finish so they could unload themselves of their heavy burden. And as he felt something brush against his stomach and looked down to find Misty licking the bulge of his cock through Rainbow’s neck his eyes rolled to the back of his head and a long, drawn out moaned escaped from his lungs.

Rainbow’s lungs felt like they were on fire as her supply of air slowly began to run out, yet once she felt a deluge of seed rocket down her throat to fill her stomach with warmth she moaned and licked at whatever parts of Soarin’s pulsing cock she could. The stallion rewarded her by slowly pulling his shaft from her gullet, letting her fill her lungs with air even as he began to fill her mouth with cum. He held himself there with only the tip of his cock held between her lips, letting her suckle on the flared tip of his cock as it continued to fire warm stallion-milk against the back of her throat.

Misty moaned as she moved between Soarin’s legs, slowly licking the underside of his cock as it continued to throb in time with the stallion’s spasms. “Mmm… that’s it… give her all of it…” She moved down to his balls, kissing his twin orbs as they finally found themselves empty of seed.

Surprise lightly pressed her cheek against Misty’s, pushing her out of the way so she could reach between Soarin’s legs and grabbed onto his cock. “Hey! Don’t give her all of it! Save some for me!”

Rainbow smiled as Soarin’s cock was pulled from her lips, eyes glazing over as they glanced up to see Surprise and Misty butting heads with the stallion’s shaft between them. With a heavy sigh, she let darkness overcome her sight as she fell into a pleasure-induced sleep...

Surprise glanced over at the mare's form on the bench, frowning as she saw the small smile on her face. "Hey! What about my turn!"

        “... and kick the storm cloud into my path!”

        Scootaloo nervously glanced at the mass of dark thundercloud floating in the air before her, watching as arcs of electricity danced across its surface as her idol hovered next to it.

        “What?”

        Rainbow smirked and turned away from the filly, bringing both of her hooves up as she felt a tingling start to build below her waist. “That kick will shoot off a lightning bolt that will fly right at me, striking me head on and making me look totally terrible, and then I’ll mess up some basic flying maneuvers with it to make the worst, awfulest, lightning-tastic mess of a show anypony has ever seen!”

        Scootaloo stared at the mare for a moment, dumbfounded as to why the pegasus seemed to be staring off into the distance as a line of drool seeped from the corner of her lips. “Are you sure about this?”

        Rainbow darted over towards her scooter, picking it up and shoving it into her hooves with a large, somewhat scary grin on her face. “Uh-huh! It’s going to be so awesome! And nopony will ever call me Rainbow Crash after this!” The sudden roar of the rest of the Wonderbolts flying overhead broke the mare out of another dazed stare, yet as she looked up at her teammates her grin seemed to turn almost devilish. “Oh, they won’t be calling me Crash alright…” She blushed as she felt her tail slowly start to flag, forcefully shoving it back down to hide her excitement. With that she took off and joined her teammates, leaving Scootaloo on her scooter as she watched the storm cloud hovering overhead.

“Um… oookay…”

Episode 8 - Hearth's Warming Future

The Spirit of Hearth’s Warming Future pulled away with a frown, towering over Snowfall like a dark harbinger of her doom. “The future of Equestria shall be bathed in a blanket of eternal snow!”

The Spirit began to float away, leaving Snowfall all alone as she sat trapped in a pack of Windigos circling around her like hungry vultures waiting to feed. “No… I never meant for this to happen -” She fearfully glanced to her right as one of the creatures glared at her as it flew by, a shiver formed from terror rather than the unrelenting cold around her racing up her spine “- I didn’t understand!”

She turned around, looking for a way to escape from her certain death yet finding nothing but never-ending fields of snow that stretched on far past her field of vision. “I didn’t see how important Hearth’s Warming Eve was!” She caught the glowing eyes of the Spirit of Hearth’s Warming Future just to her left, quickly throwing the front half of her body down into the snow as she started to beg it for mercy. “Please, Spirit! I haven't cast the spell yet! Is there still time? I’m sorr-”

Her breath hitched in her throat as something cold nudged her tail aside and brushed up against her marehood.

Shaking from both the cold and the pure terror slowly creeping up her spine, Snowfall cautiously turned to look over her shoulder and gasped as she saw the large, glowing eyes of a Windigo just beyond the curve of her ass. Its long, flowing mane billowed out behind its elongated face, the tip of its translucent muzzle hidden underneath her tail as it stared her down. The ghostly beast’s eyes narrowed into slits as it snorted an ice-cold blast of air over her marehood, causing her clit to wink out from pure shock value alone as it sampled her scent.

“Wh-what are you doing back there? G-get away, you… you beast!” She tried and failed to bat the creature away with her tail, the constant chill of the air around her slowly sapping her of her strength. In fact, she found that she was unable to do much of anything as she tried to pick herself back up onto all four hooves and couldn't, legs practically glued to the ground as the frost nipped at her hooves. She couldn’t even find it in herself to cast the simplest of spells, the spire of bone protruding from her forehead now resembling more of an icicle rather than a horn and of no use to her now.

The ice-cold grip of terror slowly encased her heart as the Windigo’s nose once again brushed past the lips of her marehood, eyes frightfully darting left and right as she searched for somepony who could help her. “A-anypony out there?! P-please, somepony help-”

A surprised yelped was forcefully ripped from her lungs as she felt an icy lance pierce into her most private of sanctuaries. And then it struck again, slipping past her labia with ease as it dug itself into her folds. Her mind screamed at her to do something, anything to stop the beast as it drank her essence straight from the tap, yet her marehood had other plans as it began to leak more liquid ambrosia for the Windigo to sample. The creature's tongue was impressively long and pleasurably wide, rubbing her in all the right spots even as she clenched her lower muscles to try and keep it out. The nightmarish monster would not be denied, however, and as it let out a snarling growl in response to her attempts to stop it she yelped and forced her muscles to relax.

Her entire body quivering as she glanced behind her at the beast tucked beneath her tail, Snowfall gasped as, just beyond the hungry monster viciously eating her out, she saw the dark form of the Spirit of Hearths Warming Future standing but a few feet away. “S-Spirit! P-plea-ah!” The Windigo between her legs suddenly shoved its muzzle forward, pressing its ghostly form against her pussy lips as it dug its tongue deeper and deeper into her folds. Sharp pangs of unwanted pleasure raced up her spine as her clit punched out at her assaulter, only to be subject to an intense chilling sensation as it hit the Windigo’s ghostly chin. “Please, help m-me!”

The towering Spirit gradually floated over towards her, stopping as it reached the feasting Windigo’s side. Snowfall’s heart dropped into the pit of her stomach as the figure let out a deep, dark chuckle and reached out a hoof to sensually pet the creature’s back, smiling as it watched the monster pull its head away to lap up the fluids leaking down the inside of Snowfall’s quivering thighs before it darted back up to dig into her marehood once again. “Help you? No, Snowfall, I shall not be helping you this day. It is you who shall be helping them.”

The Spirit lifted a hoof and beckoned another Windigo over, causing Snowfall to turn her head back around as she heard its heavy breathing approaching her from the front. She stifled a gasp, one born from both the shocking blasts of pleasure frying her nerves each time the creature between her legs dipped its head down to strike at her clit and, perhaps more importantly, the large, semi-transparent pony-cock that swung into view as the spectral being glided up to her.

The Windigo’s cock was massive, a two-foot-plus spire of equine masculinity that throbbed and dribbled out a thin line of light-blue pre onto the snow below. Just beyond it was the creature’s balls, two gargantuan orbs sitting within a semi-transparent sack that jiggled between its legs as it moved. Both parts of its genitalia hung just above where the creature’s body thinned out into a ghostly tail, menacingly dangling beneath its body as it floated towards her.

Snowfall shivered as she felt a cold wave of air wash over the puckered ring of her anus, tail curling down to shield it from view until, with another growl, the Windigo reminded her of her place and she kept the appendage up in the air. "H-help them? Wh-what...?"

The Spirit made its way over to the Windigo as it paused right in front of Snowfall, still grinning as it watched her stare at the ghostly equine’s impressive penis floating in the air just a few inches away from her face. Without warning the tall, dark figure bent over and reached between the monster’s legs, lewdly fondling the base of the creature’s ever-growing shaft and the spectral orbs sitting beyond it. “You shall see soon enough, Snowfall. But first, you must learn to live with your mistakes. That is the only way you can learn…”

Snowfall’s eyes widened in time with the Windigo’s hardening shaft, body shivering each time the creature behind her lashed out at her marehood with its icy tongue. It felt like her body was frozen and on fire at the same time, fur standing on end as the blizzard continued to dump massive amounts of snow all around them even as her insides melted around the tongue buried up her snatch. “N-no… don’t...”

The Spirit chuckled as the cock in her grasp flexed up into the Windigo’s stomach, causing a loud slapping sound to echo around the group of creatures in the snow. “Oh yes, Snowfall, and it appears this one is ready to punish you…”

Snowfall weakly picked her head up, shivering as the unrelenting Windigo tongue buried inside her pussy picked up the pace. She let out a frightened gasp as she saw the monster float up and over her, putting her head right underneath its crotch as it lowered its stomach onto her back. She had to quickly dodge out of the way as the creature’s thick shaft swung past her, yet she wasn’t fast enough to avoid it the second time as the Spirit pressed the cold cock-tip against her lips.

The Spirit chuckled as it rubbed the Windigo’s flare across her face, leaving behind a cold line of pre wherever it touched. “Come now, Snowfall, isn’t this what you wanted? You’ll never have to worry about Hearth’s Warming Eve ever again once you become a broodmare for Equestria’s newest masters…”

Snowfall did her best to keep her lips pressed together to bar entry into her mouth, but as soon as the creature violently slurping at her insides hit her g-spot with its tongue she let out a sharp yelp that was instantly silenced by several inches of thick equine cock. Her vision blurred, both from her airways being clogged by the meatiest shaft she had ever seen in her life and the semi-transparent body of the monster ravaging her mouth as it’s flowing tail curled around her face.

By the time the Windigo’s ice-cold balls pressed into her chin she felt like its cock had punched its way all the way down into her stomach, chilling her body from the inside out as the creature growled above her. Its surprisingly heavy form rested atop her own, sapping the heat from her fur as it forced her mouth open with its cock. Yet even surrounded on all sides by their cold bodies Snowfall could not deny the warmth beginning to blossom below her waist, and she blushed as she unwillingly moaned around the Windigo's cock and rewarded the other with another gush of mare juice.

The Spirit lovingly patted the ghostly equine’s head, cooing as she saw the outline of its shaft through Snowfall’s throat. “That’s it… good boy…” She floated around to the other Windigo, petting it as she had done its brother in order to pull it away from the mare’s crotch. She chuckled to herself as she saw Snowfall’s pussy, now several shades redder than normal and leaking ample amounts of juices that dripped down to melt some of the snow below. “It seems you are ready as well, Snowfall. Perhaps next time you should think about how your actions will affect others instead of only thinking of yourself!”

Snowfall ruefully groaned around the gargantuan shaft gradually extraditing itself from her throat, tears starting to build up in her eyes from both her regret and the burning in her lungs. With a slick pop the apparition’s cock slipped from between her lips, and as she took a deep breath she turned towards the Spirit and begged. “P-please, don’t- AH!”

Her frightened shriek was blocked as the Windigo laying on top of shoved its shaft back between her lips, yet even that could not silence it completely as the other creature slowly pushed its cock into her body. It felt like the pain of being split in half by a creature much too large for herself should have made her pass out, yet all she could feel was the blunted tip of the monster’s shaft ram its way past what little defenses her folds could provide.

The Spirit’s dark-blue face once again came into view, this time split in half by a wide grin as it leaned in to get a closer look at the cock slipping into her throat. “Mmm… yes, you’ll make a fine toy for my beasts…”  She turned her head, eyes still locked on Snowfall’s as she sensually dragged her tongue up the curve of the Windigo’s testicles. “Just image what these have in store for you… two virile seed silos just waiting to dump their loads into your unguarded womb…”

Snowfall moaned as the Windigo behind her bottomed out inside of her, wintry balls slapping her clit as, coinciding with the Spirit’s words, its flare pressed against the gateway to her womb. Her eyes clenched shut as the equine started to pull out, the icy shaft now surely glistening like a Hearth’s Warming ornament from its coating of her juices. Without a moment's hesitation it thrust itself back inside her heated passage, the ice-cold cock fighting with her body’s natural warmth to chill her to the core.

The Spirit gave the Windigo’s balls one last kiss goodbye before she turned towards Snowfall, smiling as she saw the mare fighting the pleasure coursing through her veins. “Oh, don’t resist, Snowfall… we both know you love this…” She leaned in, tongue lapping up the streaks of seed she had painted the mare’s cheeks with before descending to lick the creature’s shaft through her fur. “Mmm… and from the looks of it, they certainly love it, too…”

For several minutes she lay there, body pressed against the snow as the two beasts ravished her body as they pleased. Each time the Windigo behind her would slam its cock against her womb she would be forced forward onto the other’s, gagging as the thick shaft poked the back of her throat. And then there was the Spirit, sensually licking her throat as it bulged out for the creature’s frigid member.

A lone tear rolled down Snowfall’s face as she let her body go limp, whatever spark of fight left within her dying out as she accepted her fate. She wasn’t even sure whether or not her hooves were still on the ground; for all she knew, the twin Windigo shafts shoved into her body from both ends had turned her into a frozen mare kabob. In fact, the only things she could feel were the Spirit’s eyes gazing over her form as she was used as a Windigo fuck-toy and the building climax below her waist.

The Spirit left Snowfall’s limited field of view as it floated behind her, yet even then she could feel the other-worldly being staring at her. “Yes… accept them as your master. Serve them with your body.” Snowfall groaned as she felt a tongue curl around her clit even as the Windgo behind her began to pick up the pace, the warm muscle feeling as hot as lava against her super-cooled button of pleasure.

“Serve them, and they shall bring you pleasures you have never dreamed of…”

The Spirit’s words sparked something inside Snowfall’s brain, something that burned like a fuse down her body until, with an explosive moan, she felt her climax explode. The orgasmic pleasure flooded her veins with bliss, lighting up her nerves and sending her body into uncontrollable spasms as the two beasts continued to rut her like a mare in heat.

She could just barely make out the manic laughter of the Spirit behind her as her eyes rolled to the back of her head. A weak groan vibrated the cock throbbing inside of her mouth as she felt something cold blast down her throat into her stomach, and as she felt a similar sensation flooding her womb with enough fluid to leak out of her marehood her vision slowly faded to white...

“...and then she got pregnant and had a bunch of Windigo babies. The end.”

Starlight stared at the mare sitting on the other side of the table, equal amounts shocked and embarrassed after her mentor’s rather provocative tale. “The end? The end!?” She threw her hooves up and sighed as she leaned back into her chair, hoof draped over her eyes in the hopes that it would conceal the vibrant blush turning her cheeks red. “What kind of lesson was I supposed to learn from that!?” She removed her foreleg from her face, questioningly staring at the ceiling above. “What kind of foal’s story was that!? Celestia above, I hope nopony is out there telling their kids about-”

A muffled chuckling coming from across the table broke her concentration, and as she looked across the room to find Twilight with both hooves over her mouth to stop herself from laughing she grimaced. “You… you pranked me!? This was all just some kind of prank!?”

It took a moment for Twilight to calm herself down, but when she did she smiled at her student and shook her head. “I wouldn’t necessarily call it a prank, Starlight.” She tilted her head towards the slumbering dragon at her side. “When Spike fell asleep I decided to… heat things up by switching out the regular story for my adult version of it.”

Starlight’s eyebrow arched up. “Your version of it?” She smirked as she glanced at the book in Twilight’s hooves. “You mean to tell me you wrote an adult fanfiction about The Hearth’s Warming Tale?”

Twilight blushed and embarrassedly rubbed the back of her head. “Heh, yeah… well, without the library around to run, sometimes I find myself with a little extra time…”

Starlight chuckled. “A little extra time?” She took the book from Twilight with her magic, laughing as the Princess pouted from her tome being abruptly taken away. “This thing is huge! Now that I think about it -” She opened it up to a random page, eyes widening as she saw how small the print was “- this thing is way too big for what the story you just told me! What else is in here?”

Twilight perked up as Starlight began flipping through the pages, leaning over the table to glance over the top of the book. “Well, after the first chapter, it builds upon the post-apocalyptic, snow-covered world that the hero Snowfall lives in and how she becomes a kind of broodmare for the Windigos. I even made some illustrations to help the reader visualize the scenes!”

Starlight paused skimming through the book as she came upon one such drawing, and she gasped as she saw what was going on. “Is that… is that me!? Why... -” She floated the book in front of her face, turning it this way and that to get a closer look at what was happening to the strangely familiar mare in the picture “-... why is that Windigo’s dick up my ass!?”

Twilight shrugged. “Variety?”

Starlight shivered as she stared at the point of penetration, imagining what such a large insertion would do to her body if she ever tried it in real life. She quickly flipped the page, this time seeing herself with yet another familiar pony masquerading as a character from the story. She dropped the book onto her lap, staring at the Alicorn across the table with the quintessential ‘are you kidding me’ look. “Twilight?”

Twilight batted her eyelashes. “Yes, Starlight?”

Starlight picked up the book and turned it towards her mentor, showing the purple pony across the table the purple pony riding on the back of a Windigo on the page. “Is that you in a dominatrix suit whipping me from the back of a Windigo?”

The Alicorn shrugged her shoulders, smiling as she picked herself up and carefully floated the slumbering Spike onto her back. “Maybe it is, maybe it isn’t… who can say for sure?” She made her way towards the door, turning over her shoulder to level a heated gaze at her student. “How about you come down to the party, mingle a bit, and afterward -” her tail swung to the side, revealing the thick purple lips of her marehood as it leaked her excitement onto the floor “- I can read to you some more. Maybe even do a little… roleplay...”

Starlight glanced at the book, then at Twilight as she trotted out of the room and then back at the book once again. With a smirk, she tossed it onto the table and ran out of the room, ready to get into the Hearth’s Warming spirit...

Episode 9 - The Party (Upstairs) Never Stops

Rarity couldn’t help but gasp as she walked up onto the third floor. The room was massive, a single, wide-open area filled with an assortment of flashing lights and, from the looks of it, a massive speaker system at the opposite end. What appeared to be three pony-like figures moved about on a center dance floor, though the strangely dense fog that had settled in the room made it impossible to make out many details.

Rarity squinted her eyes as she saw another figure further back in the room, this one sitting on what she could only assume was a throne of some sort over by the speakers currently blasting out waves of high-energy sound. She figured that, whomever the pony was, that was the pony to talk to about turning down that Celestia-forsaken noise that they apparently called ‘music’.

As soon as she stepped forward into the room, Rarity noticed the rope-wall blocking anypony from entering as well as the large bouncer standing by the only opening to make sure that the latter was true. She nervously walked towards the massive stallion who, as far as she could tell underneath his sunglasses, appeared to just stare off into the distance as she approached.

One of Rarity’s perfectly trimmed eyebrows arched up in thought. ‘Hmm… maybe he’s just there for show…’

Her hope proved futile as, as soon as she tried to walked around the stallion to make her way onto the dance floor, a large, muscular hoof shot out to stop her and push her back. She shrugged it off, trying her best to keep her cool as she let her eyes fall half-lidded and her mouth widen in a smile. “I'm sorry. Could you please ask her to turn it down?”

The stallion said nothing.

Rarity, thinking it was just a case of the stallion not being able to hear her over the deafening electronica filling the room, raised her voice and once again asked, “Could you ask her to turn it down, please?”

No response.

Images of her boutique’s grand opening being ruined by the pumping beats coming from her neighbors upstairs caused Rarity to sit back and raise her hooves, practically begging the stallion as he continued to stare off into the distance. “Turn it down, please!” With a sob, she added, “Oh, please!”, yet instead of even acknowledging her presence the bouncer turned and let two mares behind Rarity walked past onto the main floor.

Rarity frowned and, after a very unladylike growl and a hoof-stomp against the ground, she turned around with a haughty “Hmph!” and began walking away. ‘Don’t want to let me in, ey? Guess I’ll just have to-’

A voice called out from the other side of the room, easily heard over the pounding waves of music filling the room with a cacophony of sounds. “Let her in. I want to get a good look at her…”

Rarity turned her head to look over her shoulder, equal parts optimistic and nervous as she glanced at the bouncer and got a nod of the head in reply to her unspoken question. She anxiously walked passed him, eyes locked on the dark figure that had so authoritatively summoned her from the other side of the room.

She walked by the small group of dancers on the floor, blushing as she noticed their routine was a little more provocative than what would be considered normal. A mare with large, pink pigtails was standing up on two hooves as she leaned back against another, this one wearing a backward baseball cap with a matching hoofband and vest. The pink one was rather lewdly grinding her ass against the other’s crotch, both mares gyrating to the music with their eyes closed and their bodies pressed against each others.

Rarity turned away with a blush as she saw the purple mare behind the pink one raise a knee between her fellow fdancer’s legs, no doubt grinding it against the mare’s more personal parts as they practically rutted on the dance floor. She looked around the dance floor, certain she had seen a third figure moving about in the fog when she had first entered yet finding nopony else on the dance floor.

‘Hmm, where did she-’

Rarity stopped in her tracks as the mare that had called her came into view. It was the infamous DJ Pon-3, a pony that she knew mostly from the praises of Pinkie Pie and Rainbow Dash. The famous celebrity was currently leaned back in a very large chair, two towering speakers serving as her hoofrests as she sat with spread legs and a mare between-

A shocked gasp was the only thing that could escape Rarity’s lips as she saw a pony between the DJ’s legs, the mare no doubt going to town on the celebrity’s private parts if the jiggling of her large, poofy mane was anything to go by. DJ Pon-3’s eyes were clenched shut, mouth hung open as she used a hoof against the back of the mare’s head to guide her around her crotch.

“Mmm… that’s the stuff…” The white mare opened her eyes, smiling as she saw the similarly furred pony standing before her with wide open eyes. Rarity could sense the mare’s eyes slowly looking her up and down, causing her to feel strangely naked as she stood before the pony’s throne of speakers.

A wave of nervousness washed through Rarity’s body as the DJ finished looking her over and smirked, and with a rap of her hoof against the top of one of the speakers-turned-hoofrests the mare between her legs pulled away as she leaned forward. Of course, this gave Rarity a perfect line of sight to the thick white lips of the celebrity’s marehood and the gooey line of mare juice connecting said marehood to the pony’s lips, both glistening in the multi-colored lights scattered across the room.

Rarity winced as the line of mare-cum broke and fell to the floor. “Uhm… hello, uh, DJ Pon-3, I’m from-”

The DJ lifted a hoof and smiled, legs still spread to show off her damp pussy-lips in all their glory. “Call me Vinyl, babe.” Rarity gasped, both at the term that had been so uncouthly thrown at her and at the fact that the mare had begun to absentmindedly fondle one of her voluptuous teats as she spoke. “Mmm… what brings such a fine mare to DJ Pon-3’s Club Pony Party Pleasure Palace?”

Rarity, still shocked by the lewdness of the mare sitting before her, found her confidence wavering as she nervously mumbled out, “W-well, my friends and I are s-setting up my boutique for the grand opening later t-tonight, and, well… It would be quite nice of you to, uh, turn down the music?” Her eyes unwillingly fell back between the mare’s legs as a flash of pink caught her attention, and as the bulbous bundle of nerves at the top of the juicy pair of lips winked out in greeting she felt her cheeks light up in a blush. “P-please?”

Vinyl, absentmindedly giving one of her teats a soft thwack to make it jiggle about, started to chuckle as she leaned forward in her chair. “Oh? So you’re our new neighbor?” She sat back again, this time bringing her hoof closer to the sweet spot between her legs. “Mmm… Well, you’re in luck, toots, cause you just moved downstairs to the greatest DJ alive and, so long as you’re chillin' in the same building as me, you always got a one-way ticket to the lands of your wildest, most pleasurable dreams!”

“Uh…” Rarity shook her head and, hoping the mare had simply misheard her, raised her voice. “Perhaps you didn’t hear me? Could you please turn the music down?”

Vinyl’s smile widened. “Oh, don’t worry, I heard ya, babe. Just one problem; the party don’t stop until the DJ’s had her fill of fun, if you catch my drift…”

Rarity frowned. “Um, no, I don’t ‘catch your drift’... What are you-”

She gasped and found herself frozen in place as Vinyl’s hoof finally finished its journey southward and tapped against the DJ’s marehood. With a grin Vinyl pressed her hoof against one side of her pussy, causing the white lips to separate and reveal the bright pink flesh hidden between them. “How about you bring that pretty little face of yours down here and give Miss Scratch a little lovin’. Then I’ll think about winding this party down...”

Rarity recoiled away as if she had been struck in the face. “Wha, you… buh…” She shook her head. “Celestia, no! How dare you ask a lady to… to do such an uncouth thing!”

Vinyl shrugged her shoulders and sat back in her chair, lazily waving the mare from before back over with a hoof. “Ah well, guess this party is going to have to go on right through the night ‘till we see the sun come up…”

Rarity frowned. “Hmph… why I never…” She turned and started to walk away, thinking up a myriad of ways to solve the problem of too much noise before the grand opening of her boutique. However, each step after the first became that much harder, and before she could even make it back to the bouncer she found herself standing in place.

‘Hmm… if I don’t go along with it, the grand opening will most certainly not be perfect… and Celestia knows how important the opening is for any new business, let alone something like a boutique…’ She frowned as she felt her tail swish back and forth, causing a light breeze to go across the lips of her marehood. ‘I guess I could blow off a little steam. Getting the boutique ready has been rather stressful… who knows what all that stress has done to my complexion…’

She sighed and turned back around, keeping her head pointed towards the floor as she walked back so as to not meet the DJ’s eyes with her own. With a defiant stomp against the ground she looked up, a fire burning in her eyes even as an inferno lit up her cheeks. “Fine. If doing something so… lewd will get you to stop, then it is just a sacrifice I will have to make!”

Vinyl gave her a sly grin. “Goooood… Now, get up here and let’s see what those pretty little lips of yours can do…”

Rarity slowly approached the seated mare, taking her time as she looked at anything but the glistening lips between her legs. As soon as she was close enough she knelt down, putting her head at crotch height even as she continued to glance to her left rather than at her target.

‘Okay, here we go… For the boutique…’

She slowly extended a hoof, gasping as it came into contact with something warm and wet where the DJ’s legs came together. A sharp inhale of breath from the mare seated in front of her brought a blush to her cheeks, and as she felt something small punch out of the top of Vinyl’s marehood to kiss the bottom of her hoof she felt a sudden bout of lightheadedness.

She began to run her hoof up and down the meaty marehood lips, never once checking to see if she was doing a good job. The fat folds of flesh felt like dough against her hoof, smooshing together whenever she dragged it down and separating to hug her hoof whenever she went back up. She clenched her eyes shut as she felt slick rivulets of mare-juices clinging to the bottom of her hoof, surely causing the perfectly manicured walls of her hoof to shine in the bright lights surrounding the dance floor. Vinyl shivered against her hoof, and when the DJ suddenly placed a hoof on top of her own she made the mistake of turning to face her.

Just inches away from her hoof was the pony with pigtails she had seen earlier. The mare had her lips firmly sealed around one of the DJ’s teats, suckling on the white mound like a newborn foal. The mare’s bright blue eyes locked in on her own, and even though she wanted nothing more to once again look away from the lewd scene before her Rarity found that she couldn’t tear her eyes away from the smiling mare.

The party pony pulled away with a smile, revealing the erect stub of Vinyl’s nipple as it flicked back into place and glistened in the light. She gave Rarity a warm smile even as she moved to the other teat, eyes continuing to stare into her soul as she once again began to suckle.

A sharp gasp shocked her out of her thoughts and brought her attention back to the matter literally at hoof. Vinyl had taken control of her movements while she had been distracted, flicking her own clit with another pony’s hoof like a mare in heat. Lewd squelches rang in Rarity’s ears, easily drowning out the blaring music around her as the DJ’s pussy began to leak more and more for her to feel.

Vinyl moved her hoof away as Rarity once again took control, slowly dragging it down her foreleg towards her head. She patted her on the cheek, causing her to glance up at the blushing celebrity’s face as the hoof moved behind her head and-

With a sudden push against the back of her mane Rarity found her face planted between the mare’s legs, silencing the startled yelp that escaped her lips with the DJ’s own meaty lips. She opened her lips to yell out her displeasure, yet was rewarded for her efforts with a sudden gush of mare juice that filled her mouth with the mare’s needy essence.

Between the unfamiliar flavors flowing over her tongue and the lust-tinged air that filled her lungs, Rarity quickly found her inhibitions fading into the back of her mind. By the time she had even thought about using her magic to escape her sudden imprisonment between the mare’s legs her eyes had already glazed over in bliss, tongue working on autopilot to dig out more of the DJ’s sweet ambrosia hidden within her folds. The tip of her nose pressed against the mare’s clit as it began to frantically wink in and out of Vinyl’s marehood, chin nearly pressed against the chair as she shoved her face forward between the mare’s thighs.

Vinyl sighed and leaned her head back, slightly rocking her hips into Rarity’s face as the fashionista ate her out like a Diamond Dog who’d gone far too long without water. “Ohh… that’s it…” She bit her bottom lip, eyes trying to clench shut behind her glasses even as she watched the mare between her legs lap at her insides. “Get in there…”

Rarity felt more embarrassed then than she could ever remember being in her life, yet even that wasn’t enough to tear her away from her work. In fact, the idea that she was doing something so uncouth, so filthy as shoving her tongue up another mare’s cunt had her tail flagging like she was a common whorse on the streets of Manehattan.

And she absolutely loved it.

Never before had she felt so free, so unbound by the shackles of fabulosity that she put on herself than right then and there between Vinyl’s legs. Not even a sliver of desire to back away flashed across her mind as the hoof against the back of her head lifted away, and as it reappeared in front of her with its twin to pry apart the white labial lips guarding the entrance to the DJ’s treasure trove of juices she moaned in gratitude.

What did get her to pull away, however, was the burning in her lungs as her body demanded that she take a breath-full of air. She absentmindedly licked her lips to clean up whatever she hadn’t been able to catch on her tongue, blushing as she surveyed the damage she had caused between Vinyl’s legs.

Most of the fur around the DJ’s crotch had been mated down with what Rarity assumed to be a lewd mixture of her spit and the mare’s own fluids. Trails of said liquid seeped from the quivering lips, pooling into small rivulets that flowed around the bulge of Vinyl’s cute little tailhole. A shiver raced up her spine as the image of herself tucked up underneath the mare’s tail as she lapped at her anus crossed her mind, yet the flames of lust visible in Vinyl’s eyes as she looked up told her that the mare wanted her to finish her first job before continuing on to anything else.

Her eyes fell to the pink mare on her left, still suckling away on one of Vinyl’s teats just a few short inches away from her face. This time she returned the mare’s smile, though it faded once her gaze fell to the pony’s chest where, oddly enough, what appeared to be a pacifier dangled around her neck on a string.

The mare pulled back, letting the stub of flesh in her mouth fall back into place with a wet popping sound. She tilted her head, causing the pigtails framing her face to jiggle about as one of her eyebrows arched. “What?”

Rarity recoiled away, surprisingly shocked by the fact that, in such a strange situation, the mare had decided to speak. “Uhm, it’s nothing…” She sheepishly rubbed the back of her head, wincing as she felt the juices coating it spread to her mane. “It’s just that, well, I saw you have a, uh… pacifier around your neck and, while I’m all for somewhat… unusual fashion choices, that one has me a little bit... perplexed.”

It was Vinyl who spoke next, causing Rarity to glance up from between the DJ’s legs to look at her smiling face. “Well, let’s just say that-ah!” Vinyl’s body tensed up as the pink mare wrapped her tongue around one of her nipples, the stubs of flesh now over-sensitive from the rough suckling they had been subject to earlier. “Mmph, fuck that’s good…”

Rarity blushed at the colorful language and then blushed some more as she heard the DJ’s clit wink at her just below her chin. “Let’s just say that, what?”

Vinyl brought a hoof up and rubbed the pink mare’s mane, jostling the two childish pigtails about as she continued tugging on her teats. “Well, Pacific Glow here as a little bit of a sucking fetish, if you catch my drift…”

Rarity turned her attention to the mare in question, tail flagging as she watched Pacific make out with one of Vinyl’s pillowy breasts like it was some kind of long lost lover. “A… a sucking fetish? I’m not really sure I understand, dear.”

Vinyl moaned as Pacific switched teats and then smirked as she glanced down her body at Rarity. “Well, sweet-cheeks, like my pa always used to say, ‘it’s better to show than to tell’...”

Rarity questioningly tilted her head. “Huh? What’s that supposed to mean?”

Vinyl’s smile turned devilish as she tapped her hoof against her chair, chuckling as Pacific answered the unspoken command and pulled away from her body. “Oh, you’ll see…”

Rarity watched Pacific walk away, eyebrow arching up as she turned back towards Vinyl. “Uh, where is she go-OH MY SWEET CELESTIA!”

Stars filled Rarity’s vision as something darted underneath her tail and began viciously mauling her clit with its tongue. She glanced down between her shaking hooves and gasped as she saw the ends of Pacific’s pigtails dangling between her hind legs, the mare’s chin tucked up against her teats as she worked her clit like a maniac. She watched the glowing necklaces around her neck bounce around for a moment, but when she saw a line of her own juices drip from between her legs down to the floor she couldn’t help but pick her head up and release a long, drawn out moan of approval at the rough treatment.

Which, as luck would have it, once again put the tip of her muzzle at the gates to Vinyl’s leaking sanctuary, a fact that the chuckling DJ took advantage of as she once again shoved Rarity between her legs. She found herself stuck between the pliable folds of Vinyl’s pussy and the unrelenting force of Pacific’s tongue against her own and, loathe as she was to admit, loved every second of it. All her senses were subject to the untold amounts of debauchery happening to her body, from the heady scent of Vinyl’s need to the bolts of pleasure that raced up her spine and fried her brain with bliss. Within moments she found herself on the cusp of orgasm, wanting the pleasurable torture to end just as much as she wanted it to continue on forever.

Another resounding clop echoed off the walls of the building, and as Rarity glanced up even as she screamed her joy into the thick white mons filling her mouth with folds of mare-flesh she found the air in her lungs forced out in a gasp. Vinyl had apparently summoned another mare, this one being the pony she had seen with the backwards baseball cap earlier when she had first stepped foot onto the dance floor. Now, however, she got a worm’s-eye view between the mare’s legs as she leaped up and straddled Vinyl’s face, a leg on each speaker-turned-hoofrest as she leaned forward to brace herself against the back of the chair.

Vinyl licked her lips, watching as the purple pair of pony pussy lips just off the tip of her muzzle leaked a line of liquid onto her chest. “Mmm… I am feeling a little peckish…”

Rarity, shivering each time Pacific struck her clit with her tongue, continued to watch with bated breath as the light-blue aura of Vinyl’s magic spread across the new mare’s lips and spread them apart, showing off the bright-pink folds of flesh hidden inside to the world. She vaguely heard the mare standing above them say something along the lines of “I have something for you to sample right here”, yet as her mind tried to make out what had been spoken Vinyl suddenly darted forward and shoved her tongue as far as it could go up the purple mare’s pussy.

She couldn’t help but moan into the supple folds of flesh pressed up against her muzzle as she watched Vinyl go to town on the thick set of purple lips, the mare’s electric-blue mane framed by a halo of light hanging high overhead the writhing mass of ponies. Her marehood, now subject to the harshest series of licks she had ever felt in her life, clenched down on Pacific’s tongue as she watched the DJ’s chin quiver against the mare’s clit, Vinyl’s tongue no doubt spelunking its way past succulent folds of flesh and juicy streams of liquid ambrosia.

Rarity felt her eyes slowly roll up into the back of her head, tongue falling still as the pleasurable licks to her pussy formed a heavy fog around her mind. Still her eyes stared up at Vinyl’s face, gazing upon her as if she was a goddess from the heavens above. Droplets rain down on and around her face, matting both her fur and Vinyl’s with whatever juices the DJ didn’t catch with her tongue. And as the pony devouring her backside moved back down to latch onto her clit and give it a strong suck, her vision faded to black.

Rarity picked herself up from the pile of mares on wobbly legs, nearly tripping over the slumbering Pacific beside her much to the delight of the DJ watching over them. She glanced over at Vinyl, still unable to believe that, after everything they had done to her, the mare continued to casually play with herself atop her throne of equipment.

Rarity sighed. “Well, that was certainly… something.”

Vinyl chuckled. “Ya damn right it was…”

Rarity glanced down and visibly winced as she saw the streaks of wet fur across her body. “Ugh, it’s going to take all day to clean all this up…” She turned towards Vinyl and gave her a wink. “Though, I have to say, this certainly helped me blow off some steam… Who knew opening up a new boutique would be so stressful?”

Vinyl smirked and waved her hoof in a grand gesture about the room. “Well, if you ever need to blow off some steam, you can always bring those sweet lips of yours by anytime, toots.”

Rarity rolled her eyes, though the smile across her lips did not fade in the slightest. “Mhmm…” She turned towards the door, groaning as she arched her back and heard a series of cracks running up her spine. After only a few steps towards the exit she paused and looked over her shoulder, leveling a playful glare at the DJ blatantly staring at her ass. “Now, seeing as I held up my side of the bargain, shall I trust that you’ll do the same?”

Vinyl nodded. “Sure thing, sweet cheeks.” Rarity turned, smiling as she walked towards the exit with a little extra sway to her hips. “Though…” She paused, frowning as she looked back at the grinning DJ on the chair. “How about you stay a little longer so the girls and I can… clean you up a little, if you know what I mean.”

Rarity smiled. “Oh, I know exactly what you mean…”

With that, white mare jumped forward to tackle white mare as the party started up once again…

Rainbow stared at the chandelier hanging from the ceiling, watching as it swayed too and for to the rhythmic beat of whatever was happening on the floor above. She flew up and pressed her ear against the ceiling, listening for any clue as to what was happening upstairs-

She heard a long, drawn out moan that sounded a whole heck of a lot like Rarity.

Rainbow frowned. “I wish we were having as much fun as they are…”

Episode 10 - The Final Chore

Applejack sighed in contentment as she looked over the vast expanse of Sweet Apple Acres, proud of how quickly she had finished her chores. She had a group of friends to thank for that, and as she turned around to face them she gave them a big, happy smile.

“Thanks, ya’ll. I guess I just got so used to doing everything a certain way, I didn’t realize there were any problems!”

Twilight nodded her head and brought a hoof up to her chest, entering her go-to lecturing pose as she returned her friend’s smile. “Having a friend look at what you're doing with an outside eye can really help!”

Rarity nodded her head as well. “M-hmm! And I suppose that if it weren’t for our unsuccessful time at the spa, none of us would have realized it!

Twilight grinned. “Well, now that your chores are streamlined, what are you going to do with all the extra time?” She glanced behind Applejack and smiled. “Hey, your brother is back from the market!”

Applejack turned around, grinning as she saw her brother nod his head back at her before entering the barn. “I think I have a few ideas…”

Rarity’s eyebrow arched up as, instead of continuing her explanation, Applejack suddenly began walking towards the barn. “Uhm… care to clue us in on these ‘ideas’, darling?”

Applejack stopped in her tracks. Glancing over her shoulder at her friends, she gave them what was quite possiblly the fakest looking smile Equestria had ever seen and wearily chuckled. “Heh heh heh… uhm… actually, I got one more chore I gotta do before anything else. Why don’t you two go and meet me by the gate?”

Twilight found herself mimicking Rarity’s raised eyebrow with one of her own. “Uh… why don’t we come with and see if there’s any way we can help?”

Applejack started to sweat, eyes darting left and right as if she was looking for an easy way to escape. “I dunno… I’m not sure the two of you can really help with this kind of thing…”

Rarity scoffed at the idea. “Pff, please, darling, we are two very capable mares, as you’ve no doubt seen. I do believe we can handle one more of your chores!”

Applejack gulped. “Well… alrighty then… follow me…”

Twilight and Rarity glanced at each other and shrugged, though past that they simply followed their friend’s command and dutifully fell in line behind her with Spike in tow. Applejack paused at the door to the barn, and with a gesture that told them to wait a moment outside she slipped past the door and disappeared inside.

Spike poked Twilight in the side to get her attention. “Uh… does anypony else think Applejack’s acting weird?”

Rarity rubbed her chin with a hoof. “Well, she did seem nervous about something… I’m sure it's nothing…”

With a high-pitched creak the door opened again, only enough to let Applejack stick her head through the opening. “Alright… you guys can come in now…”

With one last worried glance at each other, Twilight and Rarity followed their nervous friend into the barn, wondering what had the normally stoic mare all shaken up. They were followed closely by Spike who, immediately upon entering the room, froze in place by the door with a gasp as he saw something in the shadows. It took the two mares a bit longer for their eyes to adjust to the darkened room, but once they had they followed Spike’s example with matching gasps of their own.

There, on the far side of the room in a large pile of hay, was Big Macintosh. The stallion was flat on his back with his head propped up against his forehooves, smiling and nodding his head in greeting at Applejack as she approached him. Of course, none of that mattered to the two other mares in the room seeing as both of their gazes were drawn between the burly farm pony’s legs.

There, standing in all of its foot-and-a-half long glory, was Big Macintosh’s fully-erect stallionhood.  The thick, dark red shaft slowly bobbed in the air between the stallion’s spread hind-legs, sticking straight out towards the ceiling of the barn as an impressive monument of masculinity. The entire thing seemed to pulse with life as Applejack approached, and as his sister stepped over his body to stand over him the entire length lurched forward and nearly slapped him in the belly.

Just beneath that was the stallion's testicles, two apple-sized orbs that were in the process of brewing up a fresh batch of stallion cream for his very own and, if the flagging of her tail and the winking of her clit were any indication, very, very willing sibling. Whether due to the stifling heat trapped inside the barn or from the weight of their own heavy load, the cum-laden balls hung low enough inside of their leathery sack to rest against the ground, almost looking like a pair of the Apple family’s namesake amongst the hay scattered across the floor.

Applejack turned around, putting her chin just above the blunted tip of her brother’s cock as she sheepishly smiled at her gawking friends. “Well, uh… here it is! Last chore for the day!”

Both Twilight and Rarity continued to stare at the unexpected sight before them, neither mare able to wrap their minds around what was happening before their very eyes. What their libidos could understand, however, was the delicious looking pillar of stallion cock standing between the apple farmer’s legs, and if the watering of their mouths or the flagging of their tails was any indication, it was a sight they appreciated very, very much.

Spike, still unable to move from his spot by the door, saw something move out of the corner of his eye and turned his gaze towards the two mares standing directly in front of him. What he saw ripped the air right from his lungs; both Rarity and Twilight had their tails lifted high above their voluptuous hind-ends, leaving their normally hidden and oh-so-delicious looking marehoods out in the open right at eye-level for him to freely ogle.

He absentmindedly licked his lips as he traced the thick, dark-purple lips of Twilight’s marehood with his eyes, panting in lust as he watched the bulbous button at the fatter end of the pussy wink out at him in a flash of bright-pink flesh. Just beneath that was his caretaker's perky teats, two small mounds of dough-like flesh with a dark-purple stub at their peaks that caused his cock, now fully erect between his legs, to throb in need.

Just beside Twilight was Rarity, and as Spike’s eyes fell on the trim white lips of his crush’s cunt he nearly fainted from lack of blood in his brain. The mare’s labia was a perfectly symmetrical pair of fleshy folds, the pure white lips glistening in what little light seeped through the boarded up walls of the barn. Rarity’s tail was high enough that, much to the joy of his cock as it lurched below his waist, he could even make out the tight, puckered ring of flesh beneath it. Staring at the off-gray ring made his cock scream at him for some action, and as he got a whiff of both mares’ needy musk when their tails swung in front of him he closed his eyes and leaned towards the treasure trove of mare parts between his crush’s legs-

He nearly fell head-first onto the ground as, instead of feeling the pillow cheeks of Rarity’s beautiful ass press against his face, all he felt was the very tip of her tail-hairs brush across his nose as she suddenly began to walk towards the other side of the room. He frowned in disgruntled disappointment as he watched the two sets of firm female asses slowly walk away from him, scowl growing deeper as he crossed his arms and ruefully followed them towards the stallion on the floor.

        Rarity couldn’t tear her eyes away from Big Mac’s cock as she approached it, legs shaking just from being in close proximity to such a display of masculinity. “W-well, darling, this is c-certainly, uh… something…”

        Twilight walked forward to stand beside her, eyes following the road-like web of bulging veins spread across the smooth flesh of the stallion’s cock all the way to the blunted tip at the top. “Y-yeah… something…” She shook her head, trying her best to free her studious mind of the sudden heavy fog of lust that now entrapped it as she glanced up at Applejack. “But, uh… what does this have to do with your chores?”

        Applejack frowned, though past that she seemed oddly casual about the proceedings. “Hmm… Well, it’s kinda a long story… You might want to sit down for this.”

        Rarity glanced down between her legs, wincing as she saw a spider scurry across the dirt floor. “Eh, I think I’ll just stand, darling…”

        Twilight glanced down as well, wincing as she saw that a small puddle of her own juices had already formed a wet spot on the ground. “Uhm… yeah, I’ll stand, too.”

        Applejack nodded her head. “Well, alrighty then.” She glanced over her shoulder at her brother, both Apple siblings sharing a nod and a smile before, quite unceremoniously, she sat down on Big Macintosh’s lower stomach.

Both Rarity and Twilight felt their marehoods quiver as they watched the thick red shaft stick up through Applejack’s legs all the way up to her stomach, the orange mounds of her teats hugging the medial ring of her brother’s cock as if it was a long lost friend. The stallion’s shaft was so long, so girthy that they couldn’t help but imagine what it would feel like tucked up underneath their tails, the massive shaft surely able to reach depths never before felt by either mare.

Applejack scooched forward and wrapped her hooves around her brother’s shaft, hugging the pulsing cock against her body as she stared off into the distance. “Now… let’s see… where to begin…”

Big Macintosh suddenly cleared his throat, shocking both Twilight and Rarity out of their lewd thoughts as they jumped back in surprise. “Well… I reckon the best place to start is the beginning, sis…”

Applejack nodded, nearly hitting the tip of her brother’s cock with her head. “Alright, well…” She brought a hoof up to her chin and rubbed it in thought, using the other to keep Macintosh’s warm rod pressed up against the soft fur on her stomach. “A couple years ago we had this real nice harvest. Like, real, real nice. And, well, while havin’ a nice harvest is good for the farm, it’s rather bad for, uh, ‘personal upkeep’, if you know what ah mean...”

Rarity, not even bothering to hide the fact that her eyes had once again been drawn down towards Big Mac’s cock, absentmindedly licked her lips as she saw that a pearlescent bead of fluid had formed at its tip. “So… you decided to bang your brother, dear?”

Applejack sheepishly chuckled as she rubbed the back of her head, jostling the stetson perched atop her head as she looked down at her brother’s balls rather than her friends. “Well, ah mean…” She sighed and reached up to take off her hat, carefully placing it on some hay next to her even as her other hoof started to drag up and down the underside of Big Mac’s cock. “See, I was ah little stressed out from not being able to take care of mah… uhm, kitty -” She blushed in embarrassment at being unable to say the word “- and, well, after I finish up mah chores I always make sure to put any tools and such I used back in the barn. But, on one fateful day, I wound up bumping into mah brother here...” She smiled as she reached down and comfortingly patted her brother’s weighty testicles, chuckling to herself as he moaned behind her. “And, well… some things happened, and now we’re here!”

Big Mac let out a hearty chuckle at his sister’s rather poor attempt at ending the story prematurely, causing his cock and balls to jostle about between his legs and against Applejack’s body from the force. “Heh. C’mon, sis, yah can’t leave out all the juicy bits…”

Applejack frowned as she glanced over her shoulder at her brother. “You sure? It ain’t really ah normal thing to be talkin’ about…”

Twilight got Applejack’s attention by coughing into her hoof, blushing as she felt a warm line of liquid drip down the inside of her thigh. “Yeah… getting all the details is, uh… it’s important. Yeah...”

Applejack smiled and nodded her head. “Well, alrighty then. Now, where was I…”

Rarity, nearly drooling as she watched a drop of pre roll down the side of Big Mac’s shaft, stepped forward and lifted a hoof. “I believe you had just bumped into your brother in the barn…”

Applejack perked up. “Oh, yeah! That’s right, I found my brother in the barn while I was puttin’ the tools away.” She chuckled to herself, as if she thought up a joke that only she understood. “Well, not really ‘bumped into’… It was more ‘turned around the corner and found him jacking off like a colt in puberty that just got his first look at a filly’s cooch.”

Big Mac chuckled. “Eeyup… But like she said, it was hard to take care of yahself with how busy we were back then…”

Applejack grinned and, with a laugh, wrapped both of her hooves around his shaft and gave him a quick couple pumps from the base all the way to the tip. “Heh, yeah, it was certainly hard alright…”

Twilight blushed as her clit winked and made an audible schlicking sound that echoed off the wooden walls around her. “A-and then what happened?”

Applejack’s eyes glazed over as she reminisced. “Well, we were both mighty embarrassed about the whole thing, stumbling over words and such. Mac here tried his best to keep himself hidden but, as you can see -” She squeezed the base of his shaft, causing the entire length of pony cock to flex against her body “- there’s no way he could hide this thing from a half-blind chicken, let alone me!” Her lips curved up into a warm smile. “Once we calmed down and got our heads about us, though, we decided that it might be mutually beneficial and such to blow off some steam every once and awhile.” Her smile turned devilish and she let a hoof drop down to jostle her brother’s balls, sending the orb rolling around within its leathery sack. “And, well, ‘every once and awhile’ wound up turning into just about every day ah the week!”

Big Mac smirked as he brought both hooves up to his sister’s ass, chuckling as he got a gasp out of her once he grabbed onto her plump, doughy cheeks. “Eeyup…”

Rarity brought a hoof up to wipe away the line of spit leaking out of the corner of her mouth. “But, darling, what does any of this have to do with your chores?”

Applejack moaned as her brother suddenly slapped her across the ass, causing the fatty flesh of her hind-end to jiggle about as the loud crack of hoof-meeting-butt rang in everypony’s ears. “Oh yeah… give it to me Mac…” She shook her head as her mind registered what Rarity had asked, and with a blush she glanced up at the fashionista even as she ground her hips against Big Mac’s shaft. “Well, it's a part of the final chore of the day; Getting ready for tomorrow's chores! See, after the first time, me and Mac wound up passing out from exhaustion. Turns out that we both ended up having the best sleep of our lives that night, and we were full of energy the next day! I’d say the following morning was probably our most productive day of harvesting ever!”

Big Mac groaned as his sister ground her dampening pussy lips against the base of his shaft, the deep, guttural sound causing the other mares’ hearts to flutter inside their chests. “Mmm… slept like a plum tuckered colt that night…”

Rarity, who by that point could barely keep herself from jumping forward and taking a piece of that stallion meat for herself, watched as a line of shimmering juices from Applejack’s dark-orange lips ran down the side of her brother’s shaft all the way to his balls. “Oh… I see…” She licked her lips as it finished its journey, the drop sliding down the curve of Big Mac’s smooth balls before dripping to the floor. “That’s… nice…”

Twilight had been watching the same thing happen on the opposite side of the Apple stallion’s rod, though when the drop splattered onto the floor she couldn’t help but grimace at the waste of good pre. “Yeah… nice…”

Applejack frowned at her friend’s rather reserved responses, taking it as meaning they thought something was wrong. “What? Do you think making the eight-legged pony with my own kin ain’t necessary to run the farm?”

Twilight and Rarity glanced at each other, matching blushes turning their cheeks pink as they tried to think up a plan. It was Rarity who spoke first, though, while her words were for the mare who was now massaging her brother’s own cock with the plush mounds of her teats, she never let her eyes stray from Twilight’s. “No, not at all, darling!”

Twilight slowly nodded her head, more towards Rarity than either of the grinding siblings before them. “Yeah… It’s always a good idea to have an outlet for your pent-up stress.”

Rarity smiled, finally turning towards Applejack as she, too, nodded her head. “Yes! And, uh… stress can also lead to wrinkles and, uhm… things! It’s important for a mare to stay stress-free so she can look good throughout her years!”

Applejack returned the smile with a warm grin of her own. “Aw, shucks you two… You gals are the best!” Her smirk turned devilish, and as she jacked-off her brother with one hoof she beckoned her friends forward with the other. “Now, how ‘bout I repay the two of yah for everything you’ve done for me today…”

It took a moment for both Twilight and Rarity to react, minds immediately forced to reboot from their friend’s unexpected invitation to have sex with her brother. However, once they had, both mares nearly sprinted between the prone stallion’s outstretched legs and, in the blink of an eye, had both settled down on the hay only inches away from the throbbing prize of Big Mac’s big dick.

Spike growled and stomped his foot, frustrated beyond belief that, not only had he apparently been forgotten, he also had just been denied the taste of succulent mare lips for the second time that day! He grimaced as he watched both his crush and his caretaker press their cheeks together as they tried to get as close as possible to Big Macintosh’s admittedly impressive tool, both mares’ tails still stuck straight up and both sets of marehoods still on full display.

Twilight, eyes studying the intricate web of veins that ran up Big Mac’s cock, glanced up at Applejack whose smiling face lay just beyond the large blunted flare at the top. “A-are you sure you two are okay with this?”

As if to answer her question, the foot-and-a-half long tower of pleasure throbbed just inches away from her face, releasing a thick line of gooey pre that was immediately scooped up by Applejack’s quick tongue. “Mmm… oh yeah, he’s okay with it.”

Big Mac gave his consent with a simple chuckle, one that shook everything just the right way between his legs for Rarity to gawk at. “How… how very generous of you…” She leaned in towards the two dark-red gems resting on the ground, pausing only when she felt its warmth radiating against the tip of her muzzle and, with a full body shudder, she filled her lungs with the alluring scent of a stallion in need. “Mmm...“

Applejack, watching the proceedings with rapt interest, chuckled to herself and, with a wave of her hoof that went unnoticed by both mares beneath her, proudly stated, “Now don’t be shy, you two… dig in!”

With that, Applejack bent over and, in an impressive display of oral skill, opened her mouth just wide enough to slip the wide tip of her brother’s cock into her mouth. She immediately moaned as the taste overwhelmed her senses, vibrating the thick slab of meat held between her lips and rewarding her with a juicy line of pre.

The sounds of their friend slobbering over the stallion’s shaft sent both Rarity and Twilight into action as well, each mare leaning down in stereo to press their muzzles into Big Mac’s massive balls. Rarity was the first to crack under the pressure of the stallion’s heady musk, tongue extending from between her lips to drag across the smooth skin of his sack. She couldn’t help but shiver in bliss as her tastebuds were graced by the exquisite flavor of his testicles, and after running her tongue up the entire orb she pulled away with a sigh.

“Mmm… How generous of you to share your brother like this, Applejack. We’ll have to figure out a way to repay you somewhere down the line. Isn’t that right, Twili-”

Rarity’s words were ripped right out of her mouth as she glanced at the mare beside her and gasped at what she saw. Twilight had somehow managed to fit the entirety of Big Macintosh’s other massive orb into her mouth, and now her cheeks obscenely bulged out as she rolled it around with her tongue. Though it appeared to be quite the stretch for the smaller mare’s mouth, the Princess of Friendship seemed to be quite pleased with her accomplishment if her half-lidded eyes and erotic moans were anything to go by.

Rarity chuckled at her friend’s eagerness. “Well, I’m sure Twilight would say how appreciative she is as well if her mouth wasn’t currently full…” She watched as lines of drool started to seep around the corners of Twilight’s mouth, coating the stallion’s dark-red sack with her spit. “Ugh... Do try to be civil, Twilight. You are a Princess, after all.”

Applejack pulled her lips from her brother’s shaft with a slick pop, chuckling as she replaced her mouth with a hoof and glanced down at her unicorn friend. “You do realize she’s suckin’ on some grade-A Apple Family apples, right? Kinda hard to be all civil-like when your mouth is full of balls!” She bent down and dragged her tongue across the blunted head of Big Mac’s shaft, moaning as it rewarded her with a droplet of his pre. “Well, seein’ as getting down and dirty is ah little too much for yah, how about you come on up here and help me with this…”

Rarity mouth slowly fell open as she looked up at her friend’s smiling face. From her position on the ground by the stallion’s balls, the pillar of flesh standing erect but a few inches from the tip of her nose seemed impossibly long as it towered over her prostrate form. Applejack looked down upon her like a goddess, golden hair framed by a small halo of light beaming in through a hole in the barn ceiling. Just beneath her chin was a glowing, pearlescent orb that sat perched atop the head of Big Mac’s shaft, and as Rarity caught herself absentmindedly licking her lips she nodded her head and journeyed up Mt. Macintosh to meet with her friend at the summit.

Applejack backed away to give her friend room, and when she saw the look of stunned awe on her friend’s face she chuckled. “What? Never seen a dick before?”

Rarity nervously swallowed around the lump in her throat. “N-no, of course not! It’s just so…”

Applejack smiled. “Big? Dang right he is! Took me awhile to get him in my mouth, and even then my jaw hurt like the dickens afterward.” She glanced away and tapped her chin in thought. “Hmm… might be hard for yah to do much, now that I think about it…” It took a moment, but once an idea had formed inside her head Applejack’s grin returned. “How about we work together on this one. Sound good?”

Big Mac chuckled beneath her, his hooves still massaging the doughy cheeks of her ass. “Sounds good tah me!”

Applejack laughed and playfully swatted her brother’s stomach. “I ain’t talk to you, yah goof! So, what do yah say Rar-” She turned around, only to find her usually prim and proper friend making out with her brother’s cock like it was some kind of cursed-prince that only a kiss could save “- Whoa nelly! Look at her go!”

Big Mac shivered and moaned, legs weakly kicking as the weight of his sister on his chest held him against the ground. “Mmph… hot damn…”

Applejack leaned in, chuckling as she watched Rarity go to town on the thick slab of meat sticking up from between her brother’s legs. “Hey now, save some for me, sugarcube…”

Rarity, eyes closed as she lavished the side of Big Mac’s dick with her tongue, felt a soft pair of lips press against her own and opened her eyes to find Applejack’s smiling visage filling her vision. With a moan she pushed her head forward, sandwiching the stallion’s pride between their mouths as they shared a lustful kiss.

Twilight gargled around the thick testicle filling her mouth to the brim, pulling back to release the now spit-slicked orb back into the air with a lewd and very, very wet popping sound. She smiled as she looked over her handiwork, at least until she glanced at the other, unserviced orb that seemed to cry out at her for some attention.

With a grin she leaned down far enough to just about place her chin on the ground, putting the tip of her muzzle right against the smooth skin of Big Macintosh’s dark-red scrotum. With deft agility she extended her tongue and wedged it underneath the heavy orb, using it as a scoop to bring it up against her lips. Closing her eyes and opening her mouth as wide as it could go, Twilight moaned as she once again found herself with a mouth full of testicle.

Which meant she never noticed the dark figure that walked up beside her.

Rarity moaned as her tongue danced with Applejack’s, both slick appendages using the surface of the apple farmer’s cock as their dance floor. She loved how warm and how hard the shaft felt against her face, and as she turned her head to rub her cheek against it she swore she could feel it throb in reply-

Something prodded at her pussy.

With a startled yelp, Rarity pulled away from Big Macintosh’s cock and found a smaller yet no-less-impressive one rubbing against the curve of her ass. “S-Spikey-wikey!? What are you do-oooohhh!”

Spike smirked as he ran the tapered tip of his cock up and down the center crease of his crushes lips, loving how the searing hot folds of flesh wrapped around the most sensitive part of his member. “Just felt like joining in…”

Rarity opened her mouth to say something, yet all that could come out was a long, drawn out moan as she suddenly found herself the new home of a large spear of dragon-cock. “Oh, fuck!”

Applejack giggled and once again pulled away from her brother’s cock, grinning as she watched her three friends writhe in bliss between his legs. “Whoa there, Rarity. Such language from a lady!” She glanced down at Big Mac’s shaft, eyes widening as she saw it throbbing in need. “Wow, he’s already about to blow! Guess I better mount up!”

Applejack lifted herself up on wobbly legs, grinning as she heard the cacophonous sound of three ponies and a dragon moaning in bliss. With practiced aim and a little help from her brother, she aimed the blunted head of his shaft against the sopping wet lips of her pussy and started to crouch down-

She paused just as the flare pressed against the gate to her body. Her eyes fell on Twilight, the Alicorn’s own closed as she struggled to fit both of her brother’s testicles into her mouth. “Hey, uh, Twi?”

Twilight glanced up and, as far as Applejack could tell, replied with a muffled what around the thick orbs bulging out her cheeks.

Applejack used all her willpower to back away from her brother’s cock, instead stepping backward to place herself above his face. “Seein’ as you were nice enough to drop whatever you wanted tah do today just to help me out with my chores, ah feel like you should be the one to finish him off.”

Twilight’s mouth fell open in shock, jaw opening up just enough to let what little she had fit of Big Mac’s twin orbs past her lips fall back onto the hay-covered ground. “A-are you sure?”

Applejack nodded and gave her a warm smile. “Go right ahead, sugarcube. You deserve it.”

Twilight stood up, blushing as she glanced to her right and found Spike fucking Rarity’s brains out on the dirt floor of the barn. “But… but what about relieving your stress?”

Applejack chuckled and gestured to her brother’s head. “Oh, don’t you worry about that none. I have a plan…”

Twilight gasped as, quite suddenly, Applejack sat down directly on top of her brother’s face. All she could make out of the red stallion’s head was his chin which stuck out from between Applejack’s legs, and she couldn’t help but blush as she saw it start to quiver in time with her friend’s moan. “Oh… okay then…”

She stood up on her hind-hooves, using her magic to hold herself up as she walked forward to stand over Big Macintosh’s body. She gasped as something long and hard brushed across her thigh, eyes widening as she realized what she had gotten herself into.

“Uhm… Applejack? I’m not so sure he’s going to fit…”

Applejack, eyes clenched shut and moaning in bliss as she bounced her ass up and down on her brother’s face, glanced up at her friend and gave her the best smile she could muster. “J-just… just try! I b-believe in yah, T-twi!”

Twilight weakly nodded her head. “O-okay… here goes nothing…”

Rarity, entire body shaking with each heaving thrust Spike made against her ass as the lustful dragon ravaged her insides, glanced up as she heard Twilight shriek in bliss. Her eyes nearly popped out of her head as she watched the small, lithe form of her Alicorn friend slowly sink down onto the thick spear of cock-flesh protruding from between Big Macintosh’s legs, large enough to almost be mistaken for a fifth leg if seen from afar. Yet even though Twilight’s meaty mare lips seemed to be stretched far beyond what could be considered normal, the young Princess seemed to be taking the stallion’s absurd length like a pro, thick lines of her juices running down the sides of the shaft to better lubricate her journey to the bottom.

Big Macintosh moaned into his sister’s pussy as he felt what was quite possibly the tightest mare he had ever had the chance to feel wrapped around his cock pass his medial ring with ease. His massive testicles began to pull up towards his body, ready to unload their equally as massive load into the mare’s fully-stretched passage. And, as he felt the soft cheeks of the mare’s ass press against his thighs as he bottomed out inside of her, his vision suddenly faded to white.

Twilight moaned and felt her hindlegs fall limp as she sat down against Big Mac’s legs, completely and utterly speared upon his shaft as her body began to spasm. She gasped as she felt something warm begin to flood her body, and as she looked down and saw the outline of Macintosh’s cock through the purple fur of her stomach as it filled her to the brim with his seed she tilted her head back and screamed his name to the heavens as she joined him in orgasm.

“BIG MAC!”

Rarity, now on her belly as Spike held her legs apart and took her body any way he saw fit, glanced up and moaned as she watched Twilight’s belly start to distend with stallion spunk. She watched the scene upside-down from her position on the floor, body starting to clench up as it prepared itself for climax. And when a thick jet of stallion seed rocketed out of her friend’s pussy to splatter across her cheek, Rarity shrieked and felt her passage clench down on Spike’s plundering dragonhood.

Spike growled as he felt a warm blast of marecum splash against his balls. “That’s it, cum for me… Cum for Spikey-wikey… Mmm, fuck!”

Applejack moaned as she watched her friend’s writhe in uncontrollable bliss on the barn floor, gasping as she felt her brother’s tongue wildly thrashing about inside her body. With a single flick of her clit with a hoof she joined them, splattering her brother’s chest and stomach with her marecum even as Twilight fell over, unconscious. The last thing she saw was her brother’s cock slipping free of her friend’s well-fucked pussy, the dark-red tower of pulsing flesh sending arcs of seed up into the air to coat the mare’s body in his essence. With that, she fell over onto her side and let darkness overtake her…

It was the best night of sleep any of them had ever had.

Episode 11 - Zephyr's Reward

Zephyr stared at the mannequin head in his hoof and couldn’t help but smile at the perfectly trimmed mane sitting atop it. The perfectly trimmed mane that he himself had created. He felt his smile grow into an ear-splitting grin as he turned towards the other two mares in the room, the two ponies who had pushed him to finally accomplish his goal. “I did it! I actually finished something! By myself!”

Rainbow, floating in the air beside Fluttershy as they watched Zephyr gush over his work, grinned and pointed towards his creation. “And it looks exactly like it’s supposed to!”

Fluttershy walked up towards her brother and looked up at him with a warm smile, eyes full of pride and familial love for her younger sibling. “I knew you could do it, Zephyr.”

Zephyr grinned. “I didn’t!” He sighed as his smile grew more sentimental. “But I do now. Thanks for believing in me, sis…”

The siblings embraced, and as Fluttershy felt her brother wrap a hoof around her midsection she smiled and nuzzled her cheek into his chest. “That’s what big sisters are for…”

Rainbow, who watched the sibling-bonding moment from an angle as she floated in the air, saw something moving out of the corner of her eye and landed to investigate. Turning towards Zephyr and glancing underneath him, Rainbow gasped, blushed, and then grinned as she quickly found her culprit swaying between his hind-legs.

She picked herself up and walked around behind Zephyr, smirk growing devilish as she watched his tail flick happily back and forth. “So, uh… Fluttershy…” The siblings ended their embrace with a final, loving squeeze and turned around to face the pegasus behind them. “How about we give your little brother a, uhm… reward for doing something on his own?”

Fluttershy’s ears perked up. “Oh!” She glanced around the room, going as far as checking underneath the couch to see if anything was there, yet as she turned up empty she turned back towards Rainbow and frowned. “Well, sure, but I don’t have anything good to give him…” She turned towards Zephyr and meekly hid behind her mane, hoping he wasn’t too disappointed in her. “Sorry for not having anything to reward you with, Zephyr…”

Zephyr questioningly glanced over his shoulder at the chuckling, cerulean pegasus behind him before, with a shrug of his shoulder, he walked up to his big sister and lovingly rubbed the top of her head. “Aw… I don’t need anything, Flutter Butter. Just helping me out was more than enou-whoa!”

Fluttershy yelped as she quickly dodged out of the way of the tumbling Zephyr, who flailed around on his hooves for a moment until he fell over onto the couch with a loud “Oof!”. He grimaced and rubbed the back of his head where it had hit the wooden trim, and he frowned as he looked up and saw the mare who had pushed him grinning back at him. “Ow! What was that for, Rainbows?”

Rainbow smirked as she started to slowly saunter over towards him, eyes devilishly gleaming as she added some extra sway to her hips with each step. “Oh, just giving you your reward, Zephyr…”

Zephyr, sheepishly chuckling as he watched what was quite possibly the hottest mare in Equestria strut her stuff across the room, jokingly lifted one of his hind-hooves up into the air and blushed. “Wh-what, you gonna give me a hoof-rub of something, Rainbows? You’re kinda freaking me out right n-”

Both he and Fluttershy gasped as Rainbow, batting his hoof away with a wing to make him spread his legs, suddenly darted down between his thighs and nuzzled her cheek against the warm bulge of his sheath. “R-Rainbows!? Wh… what-” His entire body tensed up as the pegasus moved south to lazily drag her tongue across the smooth surface of his balls, coating the sensitive orbs in her saliva and sending a surge of pleasure up into his mind. “What are you doing!?”

Rainbow didn’t say anything for a moment, far too busy with jiggling the stallion's testicles around inside of their sack with her tongue to reply. When his stallionhood began to extend from its fleshy home, however, she smiled up at him as she rested the side of her face in the crux of it and his balls. “I’m giving you your reward, Zeph…”

Zephyr opened his mouth to reply, yet his words were ripped from his lungs in a moan as Rainbow, with one final drag of her tongue across his dangling orbs, moved up and wrapped her lips around his sheath. He moaned as she did the same around his ever-growing shaft, a shaft that found itself extending right into the back of the mare’s mouth as she kept her face planted firmly between his weakly-flailing hind-legs.

Fluttershy, flustered beyond belief as she watched her friend violently assault her brother’s crotch, averted her eyes as she walked over towards Rainbow to meekly tap the pegasus on the side with a wing. “R-Rainbow, what are y-you d-doing!? That’s not… that’s not something you can just go ahead and do!”

Fluttershy made the mistake of turning her head just as Rainbow began to pull away from her brother’s lap, giving her a front row seat to the unveiling of his now fully-erect and fully spit-shined shaft as it escaped her friend’s maw. Rainbow wiped her lips and, with a smirk, wrapped a hoof around the base of Zephyr’s cock and waggled it around in the air to show it off. “Like I said, I’m giving him his reward! Now get your plot over here and help me out with this thing!”

Fluttershy watched with wide, disbelieving eyes as Rainbow turned back towards her little brother’s rather large cock and, opening her jaw as far as it could go, sunk back down onto the stallion’s shaft till none of it was left out in the open. The blush lighting up her cheeks, already resonating enough heat that she was sure her entire face must have turned beet-red, grew even brighter as she saw the bulge of Zephyr’s cock sticking out from inside Rainbow’s rhythmically constricting throat.

Averting her eyes once again, Fluttershy glanced up at her brother’s clenched up face and wearily tapped him on the shoulder with a hoof. “A-are you okay with this, Zephyr?”

Zephyr, shaking as the ravenous mare between his legs began to bob her head back and forth on his length, bit his bottom lip and frantically nodded his head as he placed a hoof behind Rainbow’s and starting helping her gobble down his stallionhood.

Fluttershy winced as Rainbow started to choke on her brother’s fat, throbbing cock, yet as she worryingly glanced down at her friend and heard the pegasus moaning like a mare in heat she realized with a start that Rainbow was actually enjoying the rough treatment. In fact, as she felt her tail swing past her hind-end and felt the air rush by her dampening marehood, she was surprised to find that she was getting turned on as well!

Rainbow glanced at Fluttershy out of the corner of her eyes and grinned as she saw a line of drool fall from her friend’s openly agape mouth. Keeping her chin pressed against Zephyr’s plush balls and his cock buried inside her throat, she crawled on her knees to the left to make some room for her friend and patted the spot next to her with a hoof.

Fluttershy stared at her brother’s crotch, mesmerized as she watched lines of spit roll down the mountainous balls between his legs and drop into a puddle on the floor. A puddle which, from the looks of it, appeared to mostly be made up of the juices that drooled down Rainbow’s thighs as the pegasus mashed a hoof against her own pussy lips. And, as the final straw, Fluttershy licked her lips as Rainbow pulled back to cure the burning in her lungs with a deep, lungful of air, letting her trace the thick veins that ran up the surface of her sibling’s shaft.

Rainbow closed her eyes as she sunk back down onto Zephyr’s shaft, moaning as she felt the rod of flesh flex inside her mouth. She paused only when she felt the plush orbs of his balls press against her chin, and even that was only so she could inhale his heady musk straight from the source. She reached up with her free hoof to rub the stallion’s balls, but as she felt somepony else's hoof instead she opened her eyes and glanced to her right.

Fluttershy, the fur on her face now matching the bright-reds of Applejack’s brother, meekly eeped as she pressed her hoof against the supple flesh of her sibling’s scrotum. The warmth radiating from his body seeped into her own, igniting a wave of sparks up and down her body as she stared into her friend’s eyes.

With a nod, or as much of a nod as she could make with over a foot of throbbing pony-cock shoved between her lips, Rainbow gave Fluttershy a not-so-subtle wink as she started to once again slather Zephyr’s cock with her tongue. Just the thought that Fluttershy of all ponies was helping her pleasure a stallion, her own brother, caused the fire raging between her legs to grow into an inferno of lust. She groaned and let her head go limp as Zephyr pushed against the back of her head with his hoof, taking control of the pace as his hips began to rock up into her face.

Zephyr let his head fall back against the couch as he closed his eyes and moaned to the ceiling. He couldn’t believe it; not only was the Rainbow Dash sucking his cock like a ravenous animal, but even Fluttershy had joined in on the fun. Sure, he had never thought of her that way before, but just the taboo of having his own sister gently massage his balls sent a lightning bolt of lust up his spine that struck all the right nerves in his body.

Fluttershy continued to simply knead her brother’s balls, making sure to treat the two sensitive orbs with care as she watched Rainbow go to town on his rigid cock. She couldn’t keep her eyes off the small flashes of cock-flesh she got whenever Rainbow pulled away from Zephyr’s lap, drool absentmindedly building in her mouth as she imagined tasting him for herself. The lustful hunger began to build, forming an unbearable heat between her legs that demanded her to sate it, and before she new it she began to lean in and-

She yelped as Rainbow suddenly extricated herself from Zephyr’s lap, causing the foot-and-a-half long pony-cock to flex in need right off the tip of her nose as the cooler air in the room brushed against it. The playful pegasus stared her right in the eyes as she grabbed her brother’s cock and held it against her face, chuckling as she lapped at the side of the shaft like a lollipop.

“Well? Come on, Fluttershy… He’s waiting for you…”

Fluttershy glanced up at her brother and gasped as she saw him staring right back at her, his bright, violet eyes so full of need as he silently begged her to help him. With one last, nervous gulp to psyche herself up, she nodded her head and leaned down as she slowly extended her tongue-

Her eyes widened in shock as she felt the hard flesh of her brother’s cock throb against her tongue, and then her eyes fluttered shut as her mind finally registered what she was doing. She barely even heard Rainbow approvingly moan beside her as she dragged her tongue up the side of Zephyr’s shaft, and as soon as she got her first sample of her sibling’s seed she immediately wrapped her lips around the flared head to get more.

Rainbow chuckled as she joined her lust-crazed friend at the tip of Zephyr’s cock, the heat between her legs blossoming as she watched the normally reserved pegasus go to town on a thick, throbbing stallionhood. “Hey now, Fluttershy!” She playfully bumped her friend in the side and giggled into her hoof as the yellow pegasus yelped around the dick shoved between her lips. “Save some for me!”

Fluttershy let the wide tip of her brother’s cock slip free from her mouth with a wet pop, and as she turned towards Rainbow she hid behind her mane and blushed. “I’m sorry…”

Rainbow rolled her eyes. “I was just kidding, Flutters…” She smirked as she saw the stallionhood sticking straight out into the air between them throb as if it was pleading for them to continue. “Though, I do think we should move on to Zephyr’s real reward…”

Zephyr gasped as Rainbow wrapped a wing around his pride and started to jack him off. “R-real reward? Ah! Mmph… Not that I don’t appreciate the thought, but this seems to be a good enough reward for me!”

Rainbow chuckled. “Oh, trust me, Zeph, what I have in mind is going to blow you away!” She turned towards Fluttershy, who stared at the pearl-like bead of pre sitting at the top of her brother’s cock like it was the finest gem in the land. “And I think I know just the pony to give it to you.”

Fluttershy, realizing that it was her that Rainbow was referring to, shook her head to break herself out of the lewd fantasies going on inside her mind and questioningly tilted her head as she turned towards her smirking friend. “Me? Give him what?”

Rainbow grinned and, as she pushed her wing to the very base of Zephyr’s cock to really accentuate his length, sensually waggled her eyebrows. “Give him the ride of his life, obviously!”

Fluttershy gasped, yet as she opened her mouth to refute the idea she suddenly found her eyes being drawn towards the pillar of pony-meat beside her. She drank in the sight of her brother’s cock from the balls at its base to the flare at its top, and as she watched it flex in need as another line of pre rolled down its side she couldn’t help but imagine what it would feel like inside of her.

Before she could even question herself, Fluttershy felt her marehood wink in agreement as she nodded her head in approval.

Zephyr gasped and began to stutter as his older sister began to climb up onto the couch. “F-Flutter B-Butter? Wh… what are y-you d-doing?”

Fluttershy moaned as she got into position above his groin and felt Rainbow line his cock up with her passage. With wobbling legs she looked down at her brother’s face, and as she began to beat her wings for extra leverage she blushed and smiled at him. “Just taking care of my little brother…”

Zephyr would have replied, yet as the searing heat of his sister’s velvety insides began to consume his rock-hard cock he found he could only gasp and clench his eyes as his body prepared itself for one Tartarus of a ride. Fluttershy was so warm, so tight that by the time she paused to adjust to him being inside of her about halfway down his cock he could already feel the demanding pangs of orgasm start to take hold.

Fluttershy felt her entire body start to shake as unimaginable amounts of pleasure started to wrack her system, leaving her feeling lightheaded as she sat speared on half of her brother’s cock. Already she could feel her clit winking like mad, and as she used what little strength she had left to start to raise back up into the air she glanced down between her legs and saw drips of her pussy juices already rolling down the sides of his shaft.

Juices which, just before they could reach the twin orange-sized orbs sitting between Zephyr’s legs, were scooped up by Rainbow’s unrelenting tongue as the pegasus continued to slobber over the stallion’s pride. Her hoof became a blur between her legs as she looked up and saw the thick lips of Fluttershy’s marehood stretched to their limits around the girth of her own brother’s cock, and before long she felt her body ready itself for an incoming climax.

Zephyr brought his hooves down to Fluttershy’s waist and began to help his sister glide up and down his shaft, both siblings uncontrollably moaning as they came together in the most passionate way possible. His eyes fluttered open as he heard his big sister moan his name, and as his eyes met hers he smiled and brought a hoof up to lovingly caress her cheek. “I love you, big sis…”

Fluttershy smiled. “I love you too, little brother…”

Zephyr’s mouth fell open in a silent moan as Fluttershy let herself sink down to the base of his shaft, and as he felt her passage clench down on his cock as Rainbow moved down to lap at his balls he felt his climax barreling down on him like a runaway train. “Flutters, I’m… I’m cumming!”

Fluttershy shrieked in bliss as her brother slammed her down into his lap, and as she felt the first salvo of his seed splash against her most private of sanctuaries she joined him on the highest plateau of pleasure. Each time his cock would throb and deposit another liter of seed into her body every muscle in her body would tense, and every time he weakly moaned her name she did the same with his.

With matching gasps the siblings felt their orgasms come to an end, each feeling the effects of their sudden bout of love making start to flood their systems. Fluttershy, moaning as she picked herself up and felt the wide flare of her brother’s cock slip from her body with a loud pop, curled up around his waist and, as she basked in her post-climactic bliss, wrapped a wing around his half-flaccid shaft to hold it up against her lips.

She moaned as she started to lazily lap at the flared tip of her brother’s cock, cleaning it of what little of his seed hadn’t been deposited inside of his body. Only when it was adequately cleaned off did she relent, and even then she only moved down to his balls to lovingly nuzzle her cheek against them in thanks for the gift she could still feel swirling around inside her.

Zephyr sighed as he leaned back against the couch and lovingly rubbed his sister’s head with a hoof, his entire body shivering as she popped his balls into her mouth and started suckling on them like a newborn foal. He glanced down at her hind-end and moaned as he saw her well-fucked marehood, streaks of his seed matting the fur around her crotch as even more of the thick white cream leaked from her used and abused lips.

A moan from the floor caused him to glance towards Rainbow and he smirked as he saw the mare humping her own hoof like a mad mare. Streaks of cum from both himself and Fluttershy’s orgasms matted her cheeks, some even coming out with enough velocity to put some white in the multi-colored streaks of her mane. With a heated moan she pressed against her hoof against her clit and raised her hips into the air, giving Zephyr a show of her ejaculations rocketing out of her marehood to splatter on the tiled floor.

Zephyr chuckled to himself as Rainbow let her body fall to the ground, all three ponies in the room clearly spent from their ordeal. “Mmm… well, that was something, sis… Sis?” He glanced down at her and smiled as he saw her sleeping against his waist, his balls still held within her maw as she drifted off to the land of dreams. Zephyr chuckled, and as he felt a tidal wave of tiredness start to make its way through his body he patted her on the head and closed his eyes. “Thanks… Thanks for everything, sis…”

Episode 12 - Restarting the Cutie Map

Twilight smiled as she scanned the faces of each of the mares seated at the table. “As you’ve all probably noticed, it’s been quite some time since the Map has sent us on a mission of friendship.”

Spike nodded his head. “Yeah! Ever since Starlight messed with it to go back in time and try to change history!”

Twilight frowned as Starlight weakly smiled beside her. “Yes, since then.” She smiled. “But, as part of her studies, Starlight’s been assisting me and together we think we’ve come up with a spell that will get it working again.”

A short round of applause made its way around the table as Twilight nodded towards her student. “Now, as I’m sure you might have noticed, both the Map and this castle share much of the same architecture as the Crystal Empire up north. What Starlight and I can surmise is that, much like the Crystal Heart, the Cutie Map runs on the latent emotional energies in the air. We can also conclude that, due to it being created by the Elements of Harmony, the Map runs on the power of friendship.”

Twilight stood up and began circling around the table as she continued her lecture. “Now, when Starlight and I had our little… altercation, the friendship deprived alternate universes we went to drained the Map of its power. So, in theory, the Map simply needs a jumpstart of magic to get it working again.”

There was another round of applause, yet, this time, it was silenced as Rainbow cleared her throat and pointed towards the center of the table. “Then what the hay is Spike doing strapped to the table?” She moved her hoof to point between the dragon’s spread-apart legs, where a very obvious erection currently bobbed in the air. “And why does he have a boner?”

Twilight nodded her head. “Good question, Rainbow. See, dragons are naturally magical, hence why they can do so many magical things with their fire breath. Seeing as their fire breath is simply a fluid contained within their bodies ignited by the sparks they can create with their mouths, we hypothesize that all of the fluids inside Spike’s body have latent magical energies that we can use to jumpstart the map. Furthermore, I-”

A loud gasp suddenly broke Twilight’s lecture, and as everypony in the room turned towards Pinkie Pie she frowned at Twilight and began to back away from the group. “You… You monsters! I won’t let you sacrifice Spike and drink his blood just so you can use some kind of dark magic map to conquer Equestria!”

Twilight recoiled away as if she had been struck across the cheek by Celestia’s hoof. “W-what!? What are you talking about!? We’re not sacrificing Spike, we’re fucking him to extract some semen from his body!”

Pinkie, after a moment of deep thought, let out a long, drawn out sigh of relief. “Oooooohhh… Well, that sounds much more fun!” She began to bounce up and down in place. “Yeah! Let’s do it! Or, should I say, let’s do HIM!” She crouched down, ready to pounce on the defenseless dragon, and as soon as she jumped up into the air-

She was caught in a light-blue field of magic.

Rarity cleared her throat as she stood up and walked beside her now frozen-in-air friend. “Sorry, darling… I’m feeling generous today, so I shall be the one to sacrifice my body for the greater good!”

Rainbow rolled her eyes as the unicorn held the back of her hoof against her forehead as if she was about to faint just from thinking about her ‘noble sacrifice’. “Yeah, real generous…”

Rarity haughtily hmphed and lightly smacked the pegasus across the cheek with her tail as she climbed up onto the table. Before she could reach the bound dragon, however, Twilight walked up to the edge of the table and waved for her other friends to join her. “While Rarity can… be generous… we ALL have to work together to extract the magic from Spike’s body. That way, when the magic recharges the map, we’ll be the ones attuned to it, much like it was when we gave up our Elements of Harmony.”

Twilight smiled as a happy rumbling spread across her friends, yet as most of them started to climb up onto the table Applejack walked around and tapped her on the shoulder. “Uh, Twilight… This seems like a mighty strange way to fix the map…” She leaned in and smiled. “You sure you don’t have a simpler way to fix it?”

Twilight blushed and, as what was quite possibly the fakest looking smile in Equestria spread across her face, sheepishly rubbed the back of her head. “What, you think I have a different spell all figured out and that I’ll cast it as we’re fucking Spike to make it seem like all the raunchy sex we’re about to have recharged a magical crystal table that tells us where we’re needed in the world?” She let out an over-exaggerated laugh. “Now that’s just crazy!”

Applejack rolled her eyes and chuckled as Twilight climbed up onto the table, tail hiked up and over her back to show off the already damp lips of her marehood. “Whatever ya say, sugarcube. Whatever ya say…”

Rarity walked over Spike’s prone body, the dragon’s eyes wide open as he watched his crush saunter up and over his crotch. She smirked as he gasped when the tip of his draconic cock brushed against her supple teats, and then she moaned as he groaned when it ever so lightly dragged across the dark gray flesh of her marehood. She glanced down and felt her clit wink out in need as she saw the pillar of flesh standing erect between the dragon’s legs, Spike’s impressive pride pointing straight up towards the gates of her sacred passage.

Spike shivered as Rarity looked him right in the eyes and stroked his cheek with a hoof, and as he stared right back he felt her magic wrap around his member as she lined him up with her marehood. “Mmm, Spikey-wikey… such a big dragon…”

Spike began panting as Rarity slowly lowered herself towards his cock, and as he felt her super-heated folds slowly part around the over-sensitive tip of his shaft it felt as though his world had been reduced to nothing but him and the beautiful goddess on top of him-

And then, in a sudden tidal wave of pleasure, something warm and wet pressed against his balls as Rarity abruptly speared herself on his dragonhood. “Oh, fu-”

Both his vision and his speech were robbed from him as a large, purple mass suddenly appeared above his head and quickly lowered to press its warm, doughy flesh against his face. As soon as he caught the scent of pure, one-hundred percent mare just off the tip of his nose and felt something wet press against his lips he extended his tongue and dug it into the pony’s delicious folds, and as he heard Twilight groan above him he pressed his face harder against her to dig even deeper into her marehood.

Rarity took a moment to grind her ass against Spike’s thighs as she got used to the feeling of being stuffed full of dragon cock, and as she looked across his body and watched him start to viciously eat out Twilight’s purple pony pussy she glanced up at her moaning friend and grinned. “My my Twilight… Enjoying yourself?”

Twilight gasped as she sat back against Spike’s head and split apart her thick mare lips with her magic to give him better access to her folds. She glanced up at the penetrated fashionista across from her and, after taking a moment to bite her lower lip as Spike’s tongue brushed across her g-spot, giggled to herself and began to rock her hips against the dragon’s head. “A little. Mmph…”

Rarity chuckled into a hoof and, as she began to pick herself up from Spike’s lap and felt his cock slowly slip from her quivering depths, glanced down between her legs and, just past the now-glimmering cock splitting her in two, saw the grinning faces of her two most athletic friends staring right back. Or, at least, as much of a grin they could make with one of the dragon’s fat, virile balls puffing out each of their cheeks like a chipmunks. “And how are you two doing down there?” She smirked and flicked her tail up and over her back. “Enjoying the view?”

Rainbow pulled her head back and, with a wet pop, let the now spit-slicked orb slip from between her lips. “Well, this is all we get to do, seeing as you jumped all over the chance to fuck a dragon…”

Rarity gasped. “Rainbow! Language!” She gasped again, this time as she shoved her hips back down onto Spike’s cock and just about tapped Applejack on the nose with her ass. “A ‘lady’ does not ‘fuck’. I am simply sharing my body with a friend for the mutual benefit of both of us.”

Applejack, mouth still full of dragon nuts, rolled her eyes and let the scaley sac drop back between Spike’s legs. “Rarity, ya’ll are fuckin. There ain’t no way around that.” She dove back down as the unicorn picked herself up and stole a lick up the underside of the dragon’s throbbing rod. “And judgin’ by the mess the both of ya’ll are making down here, I’d dare to call it some raunchy fuckin to boot!”

Rarity bit her bottom lip, surprised by how much the dirty language was turning her on. With a blush growing on her face she slammed her hips back down, slapping her ass into Spike’s scaley thighs and blocking both smirking mares underneath her from view. “N-no. I’m… I’m not- oh!”

Rainbow smirked past the purple tail draped over her forehead, chuckling as she punched the puckered ring of flesh beneath it with her tongue. “Oh?” She did it again and got another moan from the mare in reply. “Little miss prim and proper likes a little anal?” Her grin grew devilish as she exhaled against the doughy donut and Rarity shivered in reply. “How, uh… scandalous!” She pulled back and questioningly glanced at Applejack, who had managed to slip both of Spike’s balls into her mouth and was currently worshipping them like a pair of prized apples. “That’s the word I’m thinking of, right?”

Applejack grunted and continued to suckle on Spike’s balls, causing the dragon to moan into Twilight’s marehood and his cock to flex inside of Rarity’s. So, seeing as that was as much of a reply as she was going to get, Rainbow shrugged her shoulders and, pulling Rarity’s tail out of the way, dove back down to shove her tongue between the marshmallows of her ass.

Rarity, head tilting back as she moaned at the ceiling, started to rhythmically bounce her ass up and down on Spike’s cock as Rainbow dug in beneath her tail. “R-Rainbow… No, don’t… It’s so… dirty…”

Rainbow chuckled and, with one last circle around the rim of Rarity’s anus with her tongue, pulled away and smacked her lips. “Mmm… I don’t know Rarity, smells like vanilla down here.” She made a show of licking her lips as Rarity glanced at her over her shoulder. “Tastes like it, too. Kinda makes me think you get it ready every morning, hoping that something like this would happen to you…”

Rarity gasped and her clit punched out into the air. “N-no… I’m a lad-ieaah!”

Twilight smirked at the opposite end of Spike’s body, horn glowing as she lightly tugged on her panting friend’s clit with her magic. “Hey, remember it’s Spike we’re supposed to be getting the magic from.” She brought a hoof down and shoved said dragon’s face into her crotch, moaning as she ground his snout against her lower lips. “Can’t let you have all the fun!”

“Yeah!” Rarity turned her head as Pinkie Pie bounced onto the table beside her and took up position to the left of Spike’s body. “Save some for the rest of us!”

Turning the other way to find Fluttershy meekly crawling towards the dragon’s bound, outstretched claw, Rarity gasped as the pegasus tucked up underneath her tail planted a heated kiss right at the center of her anus. “F-Fluttershy? You… you want to help, too?”

Fluttershy nervously eeped at suddenly being the center of attention, and as she hid behind her mane and stood just above Spike’s arm she nodded her head and glanced away from the group. “Y-yes… if that’s alright with you…”

Starlight chuckled, causing Rarity to look at her over her shoulder as she stood at the foot of the table. “Well, like Twilight said, we ALL need to help get the magic from Spike. It’s the only way it will work. So-” She climbed up and straddled Spike’s tail “-I say you just find an open part of his body and get to helping!”

With that, Starlight sat back and began to grind her marehood against the smooth, green scales lining the underside of Spike’s tail, leaving streaks of mare-juice that glimmered in the light of the room. Before long she made it to the spaded tip and, with a long, drawn out moan, began to slowly insert it into her body. With a wet pop the widest part slipped inside, and as she sighed in bliss she began to slowly pump it back and forth as if it was a living erotic toy.

Pinkie, practically vibrating in place with excitement, watched Starlight’s clit grind against Spike’s scales for a moment before, with a smile, she turned towards the claw next to her. “Hey, that’s a good idea!” She glanced over at Fluttershy and bounced in place. “Fluttershy, look! We can use his claws to- oh.”

She paused mid-air as she noticed Spike’s hand knuckles deep inside Fluttershy’s spasming passage, and as she looked up and saw the bright-red blush covering most of the pegasus’s face she smiled and quickly made her way towards the opposite hand. “Oh… Well, guess that just leaves me!”

With little fanfare she grabbed onto Spike’s claw and, after watching him wiggle his fingers around for a moment, shoved it between her legs and pushed it against her pussy. Spike, even with his vision gone and most of his body left immobile, immediately began to rub the leaking mons of her pussy. Before long his claws had been adequately lubed for penetration, and as Spike began to finger her to the best of his abilities she began rubbing the bundle of nerves at the peak of her marehood to hurry things along.

Twilight shivered as she continued to shove her number-one assistant's face between her legs. She slowly scanned the writhing mass of ponies around her, smiling as she watched all her friends working together to achieve a common goal. “That’s it, girls… Almost there!”

Applejack and Rainbow, both assaulting their targets with gusto, gasped as they felt something tingly start to prod at their hind-ends. Rainbow, pulling her tongue from Rarity’s ass with a lewd slurp, glanced over her shoulder to find Starlight grinning like a madmare behind them. A long, magical stallionhood sat at the gates to both of their marehoods, and as Starlight began to push them forward Rainbow grit her teeth and shoved her face back between the cushiony mounds of her fabulous friend’s behind.

Rarity, bouncing like a cowgirl riding a bull at the Appleloosa rodeo, felt her tongue lazily roll out of her mouth yet, even as she felt the drool start to roll down her chin, could do nothing about it as she became a slave to her own pleasure. The way Spike’s cock could spear itself into her depths was intoxicating, a kind of drug that dulled the mind with bliss even as it lit the rest of her nerves up in euphoria. Each time he bottomed out inside of her and her ass crashed into his thighs she felt her climax creep a little closer, marehood clenching down on his dragonhood in an attempt to milk it of his seed.

Which, as Spike moaned into Twilight’s marehood, was not too far off. His eyes rolled to the back of his head as his senses were overloaded by the group of mares surrounding him. His body began to fight the bonds holding him down on its own, yet even his pleasure-induced spasms could not free him from his prison of lust. The taste and smell of Twilight met with the warm, wet marehood and mouth on his cock and balls to form an explosion of bliss inside his mind, and as he felt both his hands and his tail being used as instruments of carnality his cock flexed and fired the opening salvo of seed straight into his crush’s depths.

Rarity shrieked as she felt the warm cum start to fill her womb, and after only a hoofful more bounces on the dragon’s cock she felt her body start to rhythmically clench against him. Her vision faded to darkness as the overwhelming amounts of pleasure threatened to make her faint, yet as she heard her own muffled cries of pleasure she held on for the rest of the ride.

Applejack gasped as a flood of draconic cream shot out from the stuffed gray lips situated just off the top of her nose and splattered across her cheek, and as she felt the balls held in her mouth start to pull away she released them into the air and quickly flipped onto her back. Keeping her mouth open to catch as much as she could, she began to furiously rub at her own clit even as Starlight continued to pound her cunt with her magical conjuration.

Rainbow moaned as she felt the ring of flesh surrounding her tongue clenched down upon it, and as she felt a wet splash of fluid hit her in the chest she glanced down and grinned at the streaks of white covering her Apple friend’s face. With one last kiss goodbye to the puckered ponut she moved down and began to clean her friend’s face with her tongue, yet before she could get very far she found herself in a sloppy makeout session instead.

Starlight grinned as she watched both mares start to make out, and as she felt her own orgasm fast approaching she picked up the pace with her magical cocks and began to really ram the both of them as strong as she could. The rhythmic slapping sounds of magic-cock meeting fleshy-ass drowned out Rarity’s pleasure-laced cries of “Spike!”, and as both sets of marehoods before her began to shoot out jets of marecum that splatted against her legs she abruptly pulled Spike’s tail from her pussy and joined them in orgasm.

Twilight watched as all of her friends cried out in bliss, smiling even as she approached her own, explosive climax. She would have to commend Spike on a job well done later, as even the mares seated at his sides had begun to shine the scales on his arm with their mixed mare fluids. She watched as, with a loud schlurping sound, her number-one assistant’s entire hand slipped from Fluttershy’s pussy, only to be followed by a veritable river of marejuice that quickly formed a puddle on the table. As she glanced over at Pinkie, however, she felt her own marehood clench down as the party mare, both hooves holding Spike’s arm between her legs, kept the dragon’s fist inside her body as she bit her bottom lip and clenched her eyes shut in an attempt to ride out the pleasure.

Twilight glanced between her legs and moaned as she saw her friend’s purple chin resting against the purple lips of her marehood. With a silent shriek she felt her orgasm crash down onto her, yet even then she couldn’t look away as Spike’s throat began to clench each time she shot a salvo of marecum into his mouth. Thin rivulets of her juices began to roll down his chin, and just before her orgasm could end the dragon pulled away to take a deep breath and got a faceful of it in reward.

Even as her climax came to an end Twilight continued to sit on her assistant's face, basking in the afterglow even as the rest of her friends fell all around her. Rarity slipped off of Spike’s cock onto her side, freeing the pillar of flesh from her depths and leaving a thick line of dragon cream leaking from her lips. Just beyond her was Rainbow and Applejack, embracing one another with matching smiles on their faces as they slept. Even Pinkie and Fluttershy, sitting next to Spike as they finished, collapsed from the force of their orgasms and rested their heads against the dragon’s side, breathing lightly as they recovered from the high-intensity ordeal.

In fact, the only mare left standing was Starlight, who sat with Spike’s tail in her hooves as she contently rubbed it against her well-fucked marehood. She had her eyes half-lidded, however, and as she felt herself start to lose consciousness she glanced towards Twilight and smiled. “T-Twilight?”

Twilight, absentmindedly rubbing her drenched marehood as she slowly fell from her pleasure-induced high, glanced at her student and returned the smile. “Yeah, Starlight?”

Starlight nodded towards the table underneath them. “The map?”

“Oh, yeah.” Twilight grunted as she picked herself and, as she fought her own body’s desire to fall asleep, jumped off the side of the table as her horn lit up and flipped the OFF switch underneath the Cutie Map to ON. “There… all fixed...”

Before the glow surrounding her horn could even subside, she had already collapsed, asleep.

Episode 13 - Rumble in the Jungle

“Eh, not particularly original or inspired, but it worked.”

Daring Do brow furrowed at the blatant cynicism in Quibble’s voice, and as she stopped to turn around and face him she had to fight off the urge to grimace at the frown on his lips. “Who are you again?”

Rainbow, standing next to the now worried-looking stallion, smiled at her hero and casually lifted a hoof into the air. “He’s a fan.”

Quibble turned towards Daring with strained looking smile, and with a barely contained sigh she rolled her eyes and looked away. “Uh huh…” She lifted a hoof and pointed behind the pair of fan-ponies back towards the way they came. “There’s some stairs on the other side of the temple that lead out of the ravine.” Both glanced towards the now mud-filled structure behind them, and as they turned back around Daring smiled and spun in the opposite direction. “I suggest you two take them and head west.”

Rainbow, somewhat worried by the adventurous-looking grin on the pegasus’s face, frowned and pointed towards the mare. “But what about you?”

Daring smiled and pulled The Seven-Sided Chest of Chicomoztoc out of her vest with a wing. “I've gotta get this to a museum!” She looked up and smiled. “Thanks for your help. I couldn't have done it without you!” Tucking the artifact back into its hiding spot, she turned towards Quibble and, with an almost sensual-looking, half-lidded gaze, gave the stallion a smile. “Both of you.”

Quibble’s eyes widened, and as he watched his hero turn around and crouch for liftoff he caught sight of another, more carnal treasure underneath her multi-hued tail-

“Wait!”

Wincing as her legs, primed to launch her into the air, nearly buckled underneath herself, Daring frowned and spun around to face the mare who had called her. “What?”

Rainbow blushed and sheepishly rubbed the back of her head, eyes focusing on anything but the tan pegasus before her. “Uh, what about… You know…” Putting a hoof next to her lips as if she was saying some schoolyard secret, the cerulean mare leaned towards Daring and suggestively waggled her eyebrows. “The ‘Post Adventure Ritual’?”

Daring took a step back, cheeks ablaze and eyes darting around the jungle opening as if she was expected Caballeron to jump out at any moment. “R-Rainbow!” She stole a glance at the stallion standing beside her. “You know I don’t like ponies hearing about that!”

Rainbow matched Daring’s step with one of her own. “Aw, c’mon! Quibble won’t tell anypony! Ain’t that right, Quibs?”

Quibble, still somewhat stunned by everything that had happened to him, simply nodded his head.

Rainbow smiled. “See? He’s trustworthy!” The pleading look in her eyes suddenly turned sensual, and with a waggle of her eyebrows she nodded her head towards Quibble’s rear. “Plus, it’ll be fun having something a little more… real this time around!” Her grin grew devilish as the image of Quibble stuck in the bridge flashed before her mind’s eye, the sight of his plot stuck in the air with his hefty balls dangling right in front of her face bringing a heat to her loins. “And trust me, this guy’s packing!”

Daring tapped her chin in thought. “Hmm…” Walking up to Quibble and scrutinizing his face for a moment, Daring suddenly ducked her head underneath his chest and, after getting a good look at what was dangling between his legs, picked herself up with a sly grin on her lips. “Alright, you convinced me…”

Quibble gulped around the lump in his throat as both mare’s turned to face him with matching grins.

“Let’s get started then, shall we?”

Before he knew what was happening Quibble found himself flat on his ass, the unexpected shove from his hero’s wing more than enough to break his balance. Faster than he could say “the original series was better” his attackers descended upon his defenseless from, lowering their heads between his legs to strike at his rapidly hardening shaft.

“H-hey, what’s going oooohhh…”

Rainbow glanced up at him with a smirk, cheek pressed against his yellowy-brown shaft even as Daring licked the other side like it was a fleshy lollipop. “Well, Quibs, let’s just say that not everything little thing Daring does makes it to the books…” She kissed the side of his cock and chuckled as it throbbed against her face. “Especially not what she does after work to relieve some stress…”

Quibble gasped as Rainbow joined Daring in slobbering over his cock, both mares attacking the slab of meat like a pair of famished lionesses looking for a treat. “B-b-but, ohhh… This sounds like a… Like a cheesy piece of clop-fiction! It doesn't, mmph!” His eyes were forced shut as Daring dragged her tongue across the broad head of his shaft, lighting up every nerve in his body with bliss. “It doesn’t make any sense story-wise! We barely know each other, and Daring, ah!” The mare smiled even as she suckled on the tip of his cock. “And Daring was just frustrated with my incredible amounts of cynicism! Why would she suddenly give me a blowjob?”

Rainbow rolled her eyes and pulled away from his dick, and after scooping up some of the thick, gooey pre that had smeared across her cheek with a hoof she turned towards him and frowned. “Really, dude? You’re complaining about getting your dick wet from THE Daring Do?” She licked her hoof and groaned at the taste that she could only describe as one-hundred percent, grade-A male. “Just sit back and relax, colt. We’ll handle this…”

Quibble grimaced as Rainbow licked a line down the center of his shaft. “But what about the storyline? This dooooowhooa....”

Both mares had met at the base of his shaft, and after popping each of his balls into their mouths to coat the brown, leathery sack in spit they slowly began to make their way back towards the tip. Each drag of their tongues across the rigid flesh of his cock sent waves of debilitating pleasure up his spine, and as he glanced down at Daring and watched her lap across the sensitive underbelly of his shaft like it was a popsicle he very nearly toppled over onto the grass.

Rainbow Dash and Daring Do met at the peak of Mt. Quibble, cheeks pressed together as they got comfortable between his outstretched legs. Daring glanced at her partner with a playful glint in her eyes, and as her lips tugged upwards into a grin she nodded her head towards Quibble and chuckled. “What about it, Rainbow. Ready for another adventure?”

She kissed the top of Quibble’s stallionhood, which rewarded her with another dollop of pre for her to taste. “I have to warn you, this adventure is going long…” - She wrapped a hoof around the throbbing cock and gave it a quick stroke, much to the delight of its owner - “It’s going to be hard…” - Another pump, this one accompanied by a slick line of jizz that rolled down the side of Quibble’s shaft - “But the prize at the end will make it more than worth it!”

Rainbow gave her hero a shit-eating grin. “Just kiss me, you idiot!”

Quibble’s jaw hit the floor as Rainbow and Daring began making out over his crotch, the wide flare of his cock caught in the crossfires of their impromptu makeout session and trapped between two pairs of soft, wet lips. Thick lines of drool fled from the savage mashing of lips and tongue, rolling down the sides of his shaft like lava to pool around the hills of his balls below. The amounts of pleasure rattling his system was almost too much to handle, and with his only breaks being when either mare pulled back for air he found his orgasm barreling down on him like a runaway Friendship Express in no time at all.

“C-Celestia above… I’m close…”

Daring, eyes closed as her tongue danced with Rainbow’s around Quibble’s cock, pulled away as she felt their flare-based dancefloor start to expand. Opening her eyes halfway and glancing up at the stallion, whose tongue now lazily hung from the corner of his lips as he did his best to supply his lungs with oxygen, she chuckled and patted her fellow pegasus on the side to get her attention. “Hear that, Rainbow? Sounds like we’re almost there!”

With one last swirl of the tongue around the top of Quibble’s stallionhood, Rainbow pulled back and glanced towards Daring. “Mmm… The treasure must be close…”

Daring smirked and nodded her head. “Mmm-hmm… Ah, look!” She ducked between Quibble’s thighs and paused but a hoof’s width away from his balls. “The Great Golden Spheres of Quibbledonia!” A quick kiss to the orbs tore a moan from their owner’s lungs, and as Daring glanced up and met his eyes with a simmering gaze from her own she made a show of sensually licking her lips. “Better find a place to hide these so Caballeron can’t find ‘em!”

Quibble rolled his eyes. “I’m pretty sure Caballeron wants nothing to do with my balls. Plus, Quibbledonia? You really couldn’t think of anything more creative than that?”

Daring rolled her eyes. “Dude, just shut up.”

Quibble opened his mouth to explain the finer points of storytelling to the mare between his legs. Instead, all that came out was a weak croak as Daring opened her mouth as wide as it could go and engulfed both of his balls, dropping the sagging sack into her mouth and vibrating it with a heated moan that sent shivers up his spine. She treated them like a pair of fragile eggs in a leather bag, slowly rolling the seed-silos around inside her mouth as her tongue bathed them with gentle licks and broad swaths that sent his cock into spasms.

A pair of gargling swallows brought the rest of the sack into her mouth, and Daring’s eyes rolled up into the back of her head as Quibble’s cock pulsed against the tip of her muzzle. A gooey drop of semen fell from the heavens above and landed just beneath her eyes, and as she glanced up at the top of his shaft she saw Rainbow, head framed by what little sunlight broke through the canopy above, looking down at her with a grin.

“Well, seems like she found her half of the treasure…” Rainbow turned towards Quibble as she wrapped a hoof around his length and aimed the tip at her lips. “Seems I might have some trouble with mine…”

A chain of moans, starting with Rainbow and racing through Quibble to reach Daring between his legs, broke out as the feisty pegasus began lowering herself onto his cock, gradually taking inch after inch of his meaty shaft into her mouth. As the thick band of his medial ring slipped past her lips she felt the tip tap the back of her throat, and as she tried to swallow around it her gag reflex kick in and forced her to back away with a cough.

“Damn! It really is too much for me!”

Daring, with one last suck to both of Quibble’s balls that was strong enough to puff her cheeks out like a chipmunks, pulled away from the stallion’s lap and let his testicles slip from her lips with a wet popping sound. She chuckled as the hefty orbs landed on the grass below with an audible plop, but as Rainbow tried and failed again to take Quibble’s cock to the base her expression suddenly became much more serious.

“Don’t worry, Rainbow, I’m coming to save you from perilous penis peril!”

Quibble scoffed at the terrible dialogue. “Okay, now you’ve gotta be kidding me. That was an awful attempt at alliteration! You used ‘peril’ twice! Like, if I ever had the chance to write one of your books for you, I’d-”

Darkness overtook Quibble as something warm, soft and doughy slammed into the side of his face, sending him reeling backward to the jungle floor. Clenching his eyes shut to banish the stars playfully dancing around the inside of his eyelids, he groaned and wearily picked up his head to give the two mare’s a stern talking to.

The same warm, soft and doughy mass met him halfway, pushing his face back down until the back of his head was once again flat against the various grasses and plants beneath him. Opening his still-blurry eyes revealed what appeared to be a rainbow streaking just over his face, close enough that he swore he could almost reach out and touch it.

Of course, as soon as his vision had cleared, he realized that what he was looking at was Rainbow’s tail, which quickly led to the realization that the thing currently smothering him was his newly-acquired friend’s fat plot. Which, with a gasp muffled by said ass, meant the soaking folds of flesh pressed against his lips could only be one thing.

Rainbow, lying on top of Quibble with his cock down her throat and his face between her legs, let out a muffled shriek as the stallion’s tongue snaked inside her body and began ravishing her quivering folds from the inside out. With a wet schlurp and a refreshed “Ahhh…” she let his shaft fall from her lips, instead deciding to sit further back onto Quibble’s head as she began grinding her hips against his face.

Realizing that the spit-slickened treasure between the stallion’s legs could not be left out in the open for long, Daring did the most Daring-est thing she could think of; hide The Golden Rod of Fuckening inside her own body. It was brave, it was bold, and some would even say it was somewhat foolish, but after lining the throbbing artifact up with her well-guarded and by no means dripping-with-excitement-over-the-coming-bout-of-intense-fucking marehood she took a deep breath and made the plunge.

A flock of birds waiting in the canopy overhead flew away in fright as Daring let out a jungle-rattling moan into the hot, humid air. Inch after inch of Quibble’s cock sunk into her body like a knife through hot butter, stretching her out in all the right places as it sought the deepest recesses of her pussy. With a wet smack her hips met Quibble’s, and as she glanced down at the point of penetration she saw his balls resting against the filled-gates of her marehood.

“Mmmph, fuck!” Glancing over her shoulder as she reached down to fondle Quibble’s balls, Daring smirked as she watched Rainbow continue to ride the stallion’s face like a cowpony. “Looks like you needed this just as much as I did, Rainbow!”

Rainbow, eyes shut and wings fully erect, smirked and began humping Quibble’s head. “I guess so…” Her eyes opened, revealing Daring Do slowly picking herself up on wobbly legs as the thick cock spearing her open was dragged from her pussy. Thick lines of mare juice rolled down the stallionhood on all sides, and as her hero slammed her hips back down onto Quibble’s she felt a fire blossom between her own. “Now less talking, more fucking!”

The three ponies continued like this for some time, writhing on the jungle floor as they sated their libidos on each other’s body. When one would get bored they would switch, going from Daring riding his cock to Daring riding his face and Dash doing just the opposite. Before long, however, all three felt the oncoming tides of orgasm crashing onto their weathered shores, and with an unspoken deal both Rainbow and Daring returned to their original positions on Quibble’s body.

Rainbow gasped each time she ground her marehood against Quibble’s face, her clit sending out sparks of pleasure each time his lips grazed across it that threatened to light the fires of climax within her body. She could feel each heaving breath he took brush past the puckered ring of flesh beneath her tail, could hear each groan he made around the flesh of her ass, could feel the vibrations coursing through his body each time Daring’s body impacted his own.

Daring, meanwhile, had her eyes trained on Rainbow’s dark blue pussy lips as Quibble savagely ate them out. Glistening drops rolled down the stallion’s cheeks and chin as if he had just bit into a juicy piece of watermelon, and each time she saw his throat convulse as he swallowed another mouthful of Rainbow’s essence she felt her marehood constrict around the cock spearing her in two. In fact, she was so deep in her trance-like state that she never heard Rainbow scream out in pleasure across from her, though once she saw a slick jet of fluid rocket out from her lips to splatter against Quibble’s chest she realized her compatriot had just climaxed.

Which sent her right into her own.

Quibble groaned as he felt the supple folds of Daring Do’s marehood squeeze down on his cock like a vice, milking him for all he was worth even as his balls became drenched in her copious amounts of juices. The realization that it was really Daring sitting on his cock caused the drenched orbs to pull up towards his body, and with a moan muffled by the mare-flesh smashed against his lips the first line of seed rocketed out from the tip of his cock and painted his hero’s insides white with his essence. The second blast was just as strong as the first, and as the full-body throbs continued to coarse through his body he felt his vision fade into darkness…

“So, like I said, take the stairs on the other side of the temple and head west. That should get you out of the ravine.”

Rainbow smiled and nodded her head. “Alright. Good working with you again, Daring.”

Daring returned the smile. “Same goes to you, Dash.” She turned around and nonchalantly waved a wing towards the two ponies behind her. “See you guys later.”

With a mighty beat of her wings, the mare vanished into the jungle canopy above. Rainbow turned towards Quibble, both ponies smiling over their impromptu adventure. “C’mon Quibbs, let’s head home.”

Quibble nodded his head, and with that, the two ponies turned and began walking their way back home.

"..."

"..."

"..."

“Uh, did you know that I wrote a clop-fiction that kinda played out like this? Like… it wasn’t one of those crappy self-insert kind of things, but… Well, I mean, there WAS a pony that just happened to share my coat and mane coloration, and he did wind up getting all the mares in the end, but I’d say that the storyline is a deep one! And then there’s this side character that…”

“Quibble?”

“Yeah, Dash?”

“Shut up.”

"..."

"..."

"..."

“Quibble?”

“Yeah, Dash?”

“Wanna go again?”

Quibble smirked. "Took the words right out of my mouth, Rainbow..."

Episode 14 - The Applewood Fellati-thon

It was another beautiful Summer day in Ponyville. Celestia's sun was shining with not a cloud in the sky. Colts and fillies from all over town had gathered inside the Schoolhouse's hallowed walls of knowledge, ready to invigorate their minds with lessons that would stay with them for the rest of their lives.

Yeah, right.

In reality, the students inside the Ponyville Schoolhouse were more interested in chatting with their friends about three things; What they were going to do after school, the latest gossip about their classmates, and the magical butt-marks plastered on their flanks.

Though, if anything, the group of youngsters were at least polite, and as their teacher walked into the room they turned towards her with wide smiles and happily proclaimed, “Good morning, Miss Cheerilee!”

Cheerilee smiled. This was what she lived for. “Good morning, everypony! I hope you brought your thinking caps, because today we’re going to learn about sex!”

A seemingly contagious blush broke out amongst the classmates, starting with the young crusaders up front who glanced at one another like they had just seen Big Macintosh getting it on with their teacher in the Apple-family barn. Again.

The winged one spoke up first. “Sex?”

Cheerilee nodded her head. “Mhmm. Specifically, the parts of the body a stallion uses to mate with his partner! In this case, how the nerves inside a stallion’s penis sends the sensation of pleasure up his nervous system and into his brain, where the feeling eventually causes him to ejaculate!”

Applebloom looked at her teacher like she had sprouted a second. “He does what now?”

Sweetie Belle, seated behind Scootaloo, wearily lifted a hoof into the air. “Umm, Miss Cheerilee? That sounds a bit over our heads…”

Scootaloo nodded. “Yeah! Why would we even need to know that stuff?”

Cheerilee grinned and pointed towards the large, anatomy-covered chalk-board beside her. “Oh, it’s very important! In fact, you’ll most likely end up using it tomorrow!”

Applebloom arched an eyebrow in disbelief. “Tomorrow? What for?”

Cheerilee could barely contain her excitement. This was what she really lived for. “Why, for participating in the…” She flipped the board over, revealing a well-drawn representation of a blindfolded stallion sitting back in a chair, cock and balls on full display. “Applewood Fellati-thon!”

Everypony in the room gasped in excitement, and as the realization that they would be participating in the greatest, most prestigious fellatio-based event Equestria had ever seen seeped into their young minds they erupted into unanimous applause.

Snails sighed in relief and wiped the sudden buildup of sweat from his brow. “Phew… For a second I thought we were gonna have to, you know, learn stuff…” He grimaced at the thought.

*-~-* HAPPY MAGICAL PONY THEME SONG PLAYS *-~-*

Scootaloo was practically jumping out of her seat in excitement at the prospect of her first Fellati-thon. “We get to race in the Applewood Fellati-thon tommorow!?” She pumped her hooves into the air. “That’s so cool!”

Applebloom smiled at her friend’s infectious enthusiasm. “Mah family’s talked about it for years, and now I’m finally old enough to race!”

Tapping the chalkboard to get everypony’s attention, Cheerilee grinned and, with barely contained mirth, said, “Now hold on to your horseshoes, everypony. You’ve got a lot to learn before you're ready to race!”

Snips worryingly lifted a hoof into the air. “Yeah, but… Not like school learning, right?”

Cheerilee rolled her eyes. “No, the school board made sure of that…” She shook her head at the loss of a good ‘stress relieving session’ for herself and smiled. “Instead, each of you need to pick an older pony to teach you about the race. But choose wisely, because they’ll also be helping you during the competition.”

Scootaloo tapped her chin in thought. “Hmm… I think I know just the pony to ask!”

Sweetie Belle smiled. “Me too!”

Applebloom finished the trifecta by excitedly exclaiming, “Me three!”

Cheerilee, walking behind her desk with a noticeable sway to her hips, turned towards her students and lifted a case into the air. “Just remember everypony, you must be able to finish the race if you want to win one of the awards!” She opened the small, wooden box, revealing three shiny, blue ribbons with a somewhat penis-shaped number one painted on their faces. “Fastest, for winning the race, naturally; Most Traditional, for the best use of a traditional Applewood technique; And Most Creative, for the pony who uses the most flair.”

Applebloom’s eyes widened at the sight. “Oh-wee… Those ribbons are the bee’s knees!”

The rest of the class nodded in agreement, and seeing as most of them were ready to start, Cheerilee opened the door and waved for them to leave. “Alright then, class! You got a lot to learn if you want to win a ribbon, so get out there and find somepony to help!”

Like a stampede of snake-frightened cows the young ponies rushed out of the schoolhouse, leaving Cheerilee all alone in the doorway with a wide smile on her face. 'Ah, to be a filly looking forward to her first Fellati-thon again...' Her smirk grew devilish as she closed the door and walked back towards her desk, and as she sat down she glanced at the large, red stallion curled up in the opening beneath it and chuckled. “Okay, Mac, it’s all clear.”

With a groan the stallion extricated himself from the tight space underneath her desk, and as he stretched out his weary muscles to the tune of a crack from his back she saw the thick, red club of his cock teasingly swaying back and forth in the air between his legs, already fully erect.

Their eyes met, and with matching smirks they leaned forward and embraced in a kiss. Cheerilee was the one to break it off, if only to get another peek at the throbbing shaft between her coltfriend’s legs. Once again she met his eyes with her own, and with a feisty lick of her lips she nodded her head towards her desk and said, “Ready for your lesson, Mister Macintosh?”

Big Mac nodded his head. “Eeyup.”

And then they had sex.

*-~-* LATER THAT DAY... *-~-*

The stage was set.

Out by Sweet Apple Acres, in the wide open fields of Applewood, a congregation of ponies from all over town had formed in the warm, summer air for the always exciting Fellati-thon. Rows upon rows of lounge chairs had been lined up in the center of the field, each three deep with a small, checkered line painted on the grass at the end. Large, bleacher-like seats had been placed around them, giving the sizable crowd ample places to sit for the upcoming show. The scene was completed by multicolored banners that hung haphazardly from poles at each back corner of the bleachers, creating a festive atmosphere that had ponies buzzing amongst themselves as they waited for the spectacle to begin.

Cheerilee closed her eyes and inhaled a lungful of fresh Ponyville air, ending it with a satisfied sigh as she scanned the festivities around her. Once again she had done an immaculate job of setting everything up, even with the lower half of her body sore from her ‘meeting’ with Big Macintosh in the schoolhouse. She grinned as the stallion in question stepped up beside her, his coarse fur brushing against her own as they embraced in the afternoon sun.

Cheerilee looked towards her coltfriend and nudged him in the side. “You ready for this?”

Big Mac only smiled and nodded his head, and without a single spoken word he walked to the rows of chairs and took his seat. Already she could see his erection bobbing around between his legs, and as he picked up a strip of cloth from the arm of the chair and blindfolded himself with it she grinned.

It was time.

Applebloom’s ears perked up as she heard an air-horn loudly blowing in the distance, and with a face-splitting grin she glanced towards her two friends and hastened her steps up the hill. “C’mon! It’s about to start!”

Sweetie Belle smiled at her friend’s infectious attitude. “Oh, I’m SO excited! I’ve been reading book after book on traditional oral techniques and I can’t wait to try them out!”

Scootaloo walked beside her horny, in more ways than one, friend and playfully nudged her in the side. “Yeah, you stick with all that traditional stuff. I’M going to amaze the judges with things they’ve never seen before!”

Applebloom excitedly jumped into air, causing the red bow in her hair to bobble around for a moment before falling still. “Yeah! And I’ve been practicing on some of mah family’s produce to go as fast as I can! Ah’m sure ah’ll be the fastest pony there!”

Sweetie nodded, though as the three fillies crested the hill her eyes grew to twice their normal size as she saw the festival spread out before her like a traveling carnival. “Whooooaaa… Look! It’s so pretty!” She glanced over to where a large, white banner with the words “START” painted in red on it hung over a small mob of fillies and colts, and as she saw Cheerilee talking to the group of school-ponies she tapped Applebloom in the side and pointed. “Look, over there! They’re starting!”

Applebloom gasped. “Oh! Well, come on, girls! Let’s get down there!”

With that, the three crusaders charged down the hill and joined the rest of their classmates by the starting line. It seemed that, luckily, they had not missed much from Cheerilee’s lecture, and as the grown mare passed she gave them a playful wink and continued.

“Now then, students. The rules of the Fellati-thon are pretty simple. Each pair of ponies will have three stallions to bring to orgasm one at a time using nothing but their hooves and mouths. Before moving on, you must make sure to swallow the stallion’s load; If you miss enough, you will be disqualified. Judges will be scoring each team on how traditional or on how creative they are at performing fellatio. The team that finishes off their three stallions first will win the medal for being the fastest. Other than that, just go out there and have fun!” The mare ended her speech by nodding her head towards the group of grown-ups behind her. “Now, go find the pony you paired up with. They’ll have already been told which row of stallions to go to, so go ahead and line up and wait for me to start the race. Good luck!”

With that, Cheerilee nodded and walked around the clearing to stand by the finish line. Now that she had a chance to look at her, Applebloom noticed that her teacher was wearing a rather tight-fitting cheerleader uniform, one that didn’t obscure much at all as she saw the mare’s glistening lips each time the breeze pushed her tail to the side. For some reason most of the fur back there had been matted with some white, sticky looking substance, but before she could dwell on it she shook her head and quickly made her way towards the group of grown-ups to find her older sister.

“Applejack? Aaaapplejaaack? Where are- oh. There you are!”

Applejack turned and smiled at her younger sibling. “Ah, Applebloom! Where have yah been? Rares, Rainbow and I got a little worried that the three of ya’ll were gonna miss the ‘thon!”

Applebloom glanced past her sister and saw both other grown mares standing behind her. Sweetie Belle had also paired with her older sibling, both white unicorns standing next to each other as they anxiously awaited the start of the Fellati-thon. Scootaloo had, of course, gone straight to Rainbow for help, and the prismatically-maned pegasus currently had her mouth wide open to show her younger protege her impeccable oral technique.

“Sorry, sis.” The apple-filly sheepishly rubbed the back of her head. “Me and the girls were just crammin’ in some last minute studying. I really want to be the fastest this year!”

Applejack scoffed and waved her off with a hoof. “Pff, fastest-schmastest. I thought we covered this! Tradition’s all that counts, and who knows traditional oral techniques than Apples? Nopony, that’s who! So, are you an Apple, or are you an Apple?”

Applebloom winced. “Ah’m an Apple, but…”

Applejack waved her off again. “No buts, missy. Not unless it’s our own gettin’ to that startin’ line. Now, let’s get a move on!”

Applebloom sighed and rolled her eyes. “Well, alright…”

The pair of Apple-sisters made their way towards the center of the field, passing numerous other pairs gathering around the rows of chairs on a quest to find their designated row. Applebloom, however, had her eyes constantly scanning the field of stallions before her, genuinely curious about who her friends had been paired up with.

Rarity and Sweetie Belle had seemingly already made it to their row, which consisted of Diamond Tiara’s father, Filthy Rich, a blue stallion who she think she remembered was called Noteworthy, and a stallion with large sideburns that she hadn’t seen before. Each had settled into their chairs, which leaned back to put their already rigid stallionhoods on display for anypony to look at as they walked by. The last stallion, whose shaft was framed by hair eerily similar to what was on his face, was currently having a conversation with Spike, who seemed to be begging for them to switch rows.

Applebloom giggled at the scene. “Heh, Spike really wants to get in Rarity’s group, huh?” She turned towards her sister, who was currently leading them farther and farther down the rows. “Say, uh, sis? What row are we on?”

The older Apple glanced over her shoulder at the younger with a smile. “Eager, ain’t ya? Actually, this is ours right here!”

The pair came to a stop, and Applebloom excitedly glanced past her sister to see who their designated stallions were. First up was Mr. Cake, who was currently talking to his wife as she lovingly rubbed the fat, brown cock between his legs to keep him fully erect. Not that it seemed he needed it, but Applebloom was thankful that the mare was keeping him primed and ready for the competition.

She nodded her head. ‘Good, that should make things go quicker with him…’

Past the married couple was the somewhat shocking sight of Cranky Doodle Donkey, who appeared to be the only non-pony other than Spike in the competition. Age had added a little bit extra sag to the well-rounded testicles that hung off the edge of his chair, but his rock-hard shaft seemed to have shaken the effects of time with ease as it proudly curved up into the air. With how slow his breathing appeared to be and his eyes being closed, however, she wasn’t even sure if he was still awake for the competition!

She winced. ‘Hmm… That could be a problem…’

Last but not least was a surprisingly familiar face. “Hey, sis! Look! It’s cousin Caramel!”

Applejack, who had been practicing her head-bobbing motions in the air, glanced up and smiled as she saw the light yellow stallion sitting at the end of her row. “Well ah’ll be! Ain’t that somethin’! You know, when ah was a bit younger, me and ‘Mel used to always go into the barn and-”

The loud blare of an air-horn silenced the elder Apple-mare, and as the sisters turned towards the source they saw Cheerilee waving her pom-poms in the air at the finish line. “Alright fillies and gentlecolts! It’s time for the Fellati-thon to begin!” An excited murmur spread through the crowd, and after every pair of ponies lined up at the start and the stallions took their receptive seats she lifted the air-horn in the air and yelled,

“Ready…”

Applebloom glanced at her sister, who confidently nodded her head and licked her lips in anticipation.

“Set…”

She turned down the line and saw Rainbow and Scootaloo crouched in a pegasus take-off stance, both ready to launch at a moment's notice.

“Go!”

Applebloom ran as fast as her little legs could take her across the field, only stopping once she had made it between Carrot Cake’s legs so she could check out what she was working with. Her eyes widened as she got her first good look at a stallion’s crotch. In a word, large. The married stallion’s shaft had numerous veins bulging out across its surface, and the entire thing throbbed each time a breeze wafted between his legs. Beneath that was his balls, two well-rounded orbs that sat in a large, stretched out sack weighed down with his seed. Her mouth watered as she watched them tantalizingly sway in the air and, recalling what she had read in her anatomy books, opened her mouth as wide as it could go and leaned in to engulf his musky spheres-

“Whoa there, filly!”

Applebloom was pulled away from her double-heaping of stallion balls by a hoof against her chest, and as she looked and saw Applejack standing with a frown on her face she gave her sister the quintessential “What in the hay?” look. “What?”

Applejack rolled her eyes. “You can’t just dive right in… That ain’t traditional!” Forcefully nudging the filly aside, she knelt down between Mr. Cakes legs and brushed a piece of hair from her face. “You gotta start with ya hooves! Build him up a little…”

Applebloom watched as Applejack wrapped her hoof around the stallion’s cock and began slowly rubbing it from base to tip. Each time she reached the bottom she would give it a gentle squeeze, forcing a gasp from the blindfolded stallion’s lungs that stoked the fire between the fillies legs. After around a dozen or so pumps, however, her impatience got the better of her and she tapped her sister on the shoulder.

“Applejaaack, c’mon! We need to hurry up if we’re going to win!”

With one last stroke that ended with a circle around Mr. Cake’s flare, Applejack turned towards her sister and shook her head. “Hurry up? You can’t just hurry these things up!” She wrapped both her hooves around the base of his shaft and lined it up with her face. “Ya need to take it nice and slow! The bigger the build up, the bigger the climax, ya see?”

Applebloom groaned, and as her older sister began to engulf Carrot’s carrot she looked around to see how her friends were fairing. The first she saw was Sweetie Belle between Filthy Rich’s legs, whom Rarity was leading through an almost dance-like routine where the sisters were in perfect symmetry with each other. When the fashionista leaned down to suck one of the stallion’s balls into her mouth the filly would do the same to the other, and it appeared as though Rarity would count her little sister down before they released their cum-laden orb back into the air. From there they would make a trail of dainty little licks up the side of his shaft, one holding the grace and poise of a mare as the other wantonly stared into the distance.

It took a moment to find her winged friend, but there was no mistaking the bobbing, rainbow-colored mare of Scootaloo’s idol a few rows behind. Applebloom’s eyes widened as she saw the pair of pegasi had already finished off their first stallion, apparently making quick work of Bulk Biceps whose head had lolled back into the chair. Seeing how fast Rainbow was shoving herself up and down on Thunderlane’s jet-black cock, their current stallion, it wouldn’t be long before they would be finished with their second one, too. Her eyes met with Scootaloo’s, who seemed to have been forgotten behind Rainbow as the mare gargled on her fellow pegasi’s shaft, and silently shared the filly’s sadness over how everything was proceeding.

A near silent gargle brought her attention back between Mr. Cake’s legs, where her sister had just pulled her lips from his shaft and now pointed the spit-slickened shaft towards her face. “Alrighty, ‘Bloom. Got him all lubed up for yah!”

Applebloom’s face brightened. “Really!? Oh oh oh, I know just what to do!”

With Applejack’s help, Applebloom lined the thick head of Carrot’s cock up with her lips and, after a nod of encouragement from her sister, she opened her mouth as wide as it could go and began pushing herself down his shaft. Even with the sister-provided lubrication the stallionhood’s girth was nearly too much for her to handle, but after a moment to get used to the older pony’s impressive size she found herself taking half of his length with relative ease.

The salty taste of stallion cock assaulted her tastebuds for the first time in her life, and she moved her tongue around even with her mouth crammed full of dick-meat to get more of it. The baker’s penis was heavy against her tongue, and when it bumped into the back of her throat she felt it flex against the roof of her mouth. Her eyes fluttered closed as she built herself into a rhythm, and, feeling like she should be doing something with her hooves, she reached up between his legs to fondle his balls-

Mr. Cake’s mouth-wateringly tasty treat was suddenly ripped from her mouth as something pulled her head away from his lap, the sadness of being denied her new favorite toy nearly bringing tears to her eyes. Instead, all she felt was anger as she looked at her sister and saw the older mare disappointingly shaking her head back and forth.

“Tsk tsk, Applebloom… You can’t fondle a stallion’s balls! Do you think that’s what our ancestors did back in the day? Tch, I swear, youngins and their porn nowadays…”

With that, Applejack retook control and quickly took Mr. Cake’s shaft back into her mouth, leaving Applebloom standing there, dumbfounded. “But.. wha…?”

The young filly almost felt like screaming out in frustration, but seeing as Applejack wasn’t going to let her have another turn for the time being she sighed and decided to just watch her other friends compete.

To say that Scootaloo was bored was an understatement. It wasn’t like she wasn’t impressed at how ‘for it’ Rainbow was currently going on Thunderlane’s junk; hay, just seeing the outline of the pegasus’s meaty cock going up and down the smaller mare’s throat was enough to wow her. It was just that, since the Fellati-thon had started, she litterly hadn’t had a single shot at showing off all the different ways she read on how to suck a cock!

Which made reading ‘101 Ways to Suck a Cock’ seem like a waste in hind-sight.

“Hey, uh… Rainbow?”

The cerulean pegasus pushed herself to the base of Thunerlane’s shaft, much to the stallion’s delight, and after holding herself there and lapping at his massive testicles past the slab of shaft holding her jaw open for a few seconds she pulled away with a lewd slurp. “Yeah, Scoots?”

It took a moment for Scootaloo to respond, the young filly too absorbed in watching the glistening obelisk of onyx between the stallion’s legs throb in the summer wind. “Uhhh… Oh! Uhm... “ She sheepishly rubbed the back of her head. “When’s it my turn?”

Rainbow tapped her chin in thought. “Hmm…” She stood up and turned a full 360-degrees, as if she looking for something in particular. “We do have a pretty good lead…” She smiled and patted Scootaloo on the back. “Sure! Go ahead, Scoots! I’ll give you a little bit of time with ‘im.”

Scootaloo beamed up at her idol. “Thanks, Rainbow!”

Rainbow smiled right back. “No problem, Squirt.” She gave the filly a sudden shove, nearly sending the young pegasus head first into the pillowy mounds of Thunderlane’s balls. “Hurry it up, though. I don’t want to lose.”

Scootaloo was going to ask about Rainbow’s strange obsession with winning the race, but as soon as she took in a lungful of Thunderlane’s heady musk straight from the source she felt her mind go blank. A shiver raced up her spine as her eyes rolled to the back of her head, and by the time she took a second breath of ball-scent her mouth had already opened to accept them into her maw.

Which was as far as she got before Rainbow pulled her away. “Scoots! What in the hay are you doing! You gotta go for his cock!”

Scootaloo frowned. “But, from what I read, some stallions really like it if you pay attention to their testicles!”

Rainbow waved her off. “Pff… You can’t learn a good blowjob from a book! Now c’mon, let me handle this!”

Scootaloo’s eyes widened as Rainbow reached out to take Thunerlane’s shaft away, and with a feral-like growl she pulled it against her chest. “Hey, it’s my turn!”

Rainbow returned the growl. “Squirt… You are not going to cost me this competition! Give me that cock!”

Scootaloo shook her head. “No!”

Rainbow nodded her head. “Yes!”

Scootaloo shook her head again. “No!”

Rainbow scowled. “That’s it, I’m-”

And that’s when Rainbow made a grave mistake, for as she reached out with a wing to pry apart Thunderlane’s cock from Scootaloo’s hooves she committed the worst error in Fellati-thon history.

She hit him right in the balls. Hard.

A nano-second of silence passed between the three ponies, and before Rainbow even realized the error of her ways Thunderlane had already launched up into the air and, with a loud, bellowing voice, yelled out, “MY BALLS!”

Then, like a series of domino’s crashing into each other, the entire Fellati-thon began to fall apart. Ponies across the field, startled by the sudden shout, choked on the cocks in their mouths and quickly pulled away to catch their breath. Some bumped into the chairs behind them, sending the stallions seated on them careening forward into whatever unsuspecting pony was trying to blow them off. Other’s pulled away just as the stallion they were servicing reached his climax, causing them to be bathed in a thick, gooey stallion-goo shower that coated their faces white with seed.

All across the Applewood fields did the carnage spread, and before anypony really knew what was happening the entire Fellati-thon had been reduced to shambles.

Cranky Doodle, still waiting for Applejack to finish off Mr. Cake, grumbled underneath his breath. “Damn kids…”

Spike, who had successfully convinced the side-burned stallion Ace to switch seats with him, looked at the devastation around him and, after falling to his knees, yelled his displeasure to the heavens. "NOOOOOOOOOOO!"

Rainbow, starting to panic as she saw her victory slip from her grasp, grabbed Thunderlane by the tail and flung him back into his chair. Before he had even landed she began to frantically beat him off with both of her wings, looking around like a mad-mare . “It still counts as a win if I just jack him off, right?”

That was the last straw for the crusaders.

Applebloom, Sweetie Belle and Scootaloo, all gathered at the edge of the crowd, shook with rage and, in a surge of anger, yelled out, “WE WERE SUPPOSED TO BLOW THEM OFF!”

Most ponies in the crowd turned towards the sudden proclamation, and after questioningly glancing at each other Rarity, Rainbow and Applejack shrugged and said, “Oh, yeah…” Cheerilee walked up behind the crusaders with a frown plastered across her lips, and after nervously chuckling to break the mood Rainbow sheepishly rubbed the back of her head. “Heh heh… Uhm, how do you feel about a… do-over?”

Cheerilee smiled. This was what she lived for. “I think that’s a wonderful idea! But, maybe the older ponies should sit this one out…”

Applejack, Rarity and Rainbow each sat back in their chairs, watching as their little sisters gave blowjobs to various blindfolded stallions. Their comfortable silence was broken as Applejack turned and gave her friends a happy-looking smile. “Yup, ah am sure glad Miss Cheerilee agreed to run the Fellati-thon over again.”

The two other mares nodded in agreement, and as silence fell over the group they watched the proceedings with rapt attention. Applebloom, in a blur of yellows and red, was bouncing her head up and down in Caramel's lap like a mad mare in her quest to finish first. With the way the stallion had both his hooves on the back of her head and his hips lifted each time to meet her lips, it seemed she wasn't far from achieving that goal. Sweetie Belle, on the other hand, was bobbing back and forth on Spike's dragonhood as slowly as she could go. Applejack had to wipe a tear from the corner of her eye as she watched her friend's little sister perform the perfect traditional Applewood blowjob, complete with eye contact and zero use of her hooves at all. It didn't seem as though Spike minded the pace, and with his head leaned back and his eyes closed he seemed dug in for a long afternoon of filly-induced pleasure.

Rainbow broke the silence with a loud cheer for Scootaloo as the young filly used both her smaller wings to cradle Big Macintosh’s balls even as she daintily sipped at the massive head of his pre-leaking cock. After sheepishly rubbing the back of her head, Rainbow coughed into her hoof and continued the conversation. “And it’s probably best keeping all the grown-ups on the sidelines." She frowned as Scootaloo flipped onto her back and swallowed Mac's cock into her throat, creating a bulge in her fur that was easily seen even from the bleachers were they sat. "But, what are we supposed to do now?”

Rarity scratched her chin in thought. “I think I have an idea…” She smirked. “Wanna go cart racing?”

Rainbow and Applejack glanced at each other for a moment, but soon they smiled and excitedly nodded their heads. “Yeah! Sounds awesome!”

The three ponies began walking away from the Fellati-thon, already talking about how exciting their cart race was going to be even as three fillies brought three different stallions to the hardest climaxes of their lives.

Episode 15 - When a Prank Goes Terribly Wrong

Applejack, smiling from ear to ear, proudly walked up to the Cutie Mark Crusaders as they finished packing up the last of their Filly Scout cookies. “Ah think you three should be real proud! Y'all did a mighty impressive job for your first go-around.”

Rarity smiled as Applejack lovingly rubbed her little sister’s head. “You took the words right out my mouth, Applejack.”

Only an astute pony could have noticed her grin growing devilish, for as soon as it had happened it had been replaced with a normal looking one. “Isn’t that right, Rainbow Dash?” She turned towards her fine, feathery friend, but when she saw the pegasus staring off into Ponyville she started to look a little worried. “Uh, Applejack?”

Applejack glanced over and, after a couple nods from Rarity in Rainbow’s direction, rolled her eyes and walked towards her prismatically-maned friend. The pegasus was dastardly rubbing her hooves together, not that surprising from her considering the situation, and as Applejack approached she heard her mumble to herself, “Any minute now…”

“Uh… Any minute now, what?”

Rainbow turned with a start. “Huh? Oh! Uh… Nothing!” She frowned. “Have you guys noticed how quiet it’s gotten? I mean, it’s still early, right?”

Rarity calmly smiled, a natural pro when it came to hiding her true intentions. “Of course it’s quiet. Ponies can’t talk while they’re eating those fabulous cookies!”

Rainbow immediately brightened up. “You think?”

Her friend’s mood swings made it harder for her to hold her own chuckles in. “Of course. They’re all probably in a cookie-coma right now…”

The floating pony nodded her head. “Huh… Maybe you’re right. I’ll go check!” The pegasus was gone in the blink of an eye, already peering into windows to see if her prank had gone off without a hitch.

Applejack rolled her eyes. “You know, you’d think she’d be a bit better at hiding the fact that somethin’s up.”

Rarity daintily giggled into a hoof. “Oh, you know her. When she gets excited, she really gets excited.”

The two older ponies shared a laugh at their friend’s expense, giving the three younger ones behind them a moment to talk amongst themselves. “Well, ah’d say we did pretty good today, girls!”, said Applebloom with an ear-to-ear grin.

Sweetie Belle hopped in place. “Yeah! And who knew selling cookies instead of eating them would be so fun!”

Scootaloo rolled her eyes at her friend’s excitement but shared in their happiness. “Yeah, it was pretty fun, wasn’t it?” She turned around, eyes immediately falling on a house just on the outskirts of Ponyville proper. “Hey, did we hit that house there yet?”

Applebloom followed her friend’s pointing hoof to a regular, run-of-the-mill house just a short walk away. “Uh… No, I don’t think so.”

Sweetie, after seeing the house her friends were talking about, had begun to rub her chin in thought. “Hmm…” A light bulb lit inside her head. “Oh! That’s Rumble’s house! You know, from school?”

Scootaloo smiled. “Oh yeah, Rumble! We’ve hung out a couple times at the playground. He’s pretty cool!”

Applebloom hopped in place. “Well, then let’s see if he wants to buy any cookies!” She rushed up behind her sister and lightly tugged on her tail. “Hey, sis?”

Applejack turned towards her sister as Rarity continued to watch their cerulean friend bounce from house to house. “Yeah, ‘Bloom?”

She pointed towards the house down the street. “We’re gonna head over there and see if we can’t sell a few more boxes ‘fore packing up. That okay?”

Applejack nodded and waved her off. “Yeah yeah… Just make sure to head straight back here when you’re done.”

Applebloom smiled and gave her sister a quick hug. “Thanks, sis!” With that, the bow-wearing filly rushed over to her friends who then, as one three-filly group, charged across the street towards their school friend's home.

Thunderlane’s ears perked up as he heard a series of knocks at his door. ‘Hmm?’ He glanced up at the clock. ‘Who could that be at this hour?’ He frowned and rolled his eyes. ‘Better not be somepony from the weather team here to tell me they can’t make it in tomorrow…’ A sharp pain raced up his wing as he thought about work earlier in the day. ‘I don’t think I can take another double shift…’

He wearily made it to his door and, just as a second of series of knocks finished, begrudgingly opened the door. “Hey, look, I don’t think I can- oh!” His face immediately brightened as he saw who it was. Or, when he saw who it wasn’t. ‘Oh thank Celestia…’

“Hey, girls! What are the three of you up to this late?”

Applebloom pointed to her uniform as Scootaloo lifted a box of cookies into the air, a well-practiced routine the three had used throughout the day. “Hello, Mr. Thunderlane. We’re here to see if you’d like some Filly-scout cookies!”

Sweetie Belle, who was supposed to inform the customer of the low, low price of their goods, jumped up into the air instead. “Yeah! And we’d like to talk with Rumble for a minute!”

Thunderlane had been looking the vaguely familiar unicorn up and down, but as soon as he heard her voice crack in excitement she realized who she was. ‘Ah, this must be Sweetie Belle, that school-filly Rumble’s got a crush on!’ He smirked. ‘Well, wouldn’t want him to find out that I’d kept him from “the love of his life”!’

Thunderlane chuckled to himself. “Oh, well come right in! And, just for being so professional, “ - He winked at Sweetie Belle - “I’ll take two boxes!”

Scootaloo smiled and rolled her eyes as Sweetie blushed in embarrassment. “Great! That’ll be four bits.”

Thunderlane nodded and stepped aside to let the three fillies inside his home. “Okay, just leave them on the kitchen counter. Let me just grab some bits and I’ll be sure to pay you before you three head back out.”

Without another word, all three fillies rushed into his living room and, after placing two boxes of cookies on the counter like he had asked, began searching around the room for the elusive colt like a group of treasure-hunters. Thunderlane rolled his eyes and chuckled. “He’s up in his room doing some homework.”

That was the last he saw of the three fillies, for as soon as the words had left his mouth they were gone in a flash of yellow, white and orange.

Thunderlane sighed, happily. “Ah, to be a young colt again…” He shook his head and, after casually closing his door to keep the chillier night air out, walked from his living room into the kitchen and counted out some bits from a small tin he kept on the counter. Placing the bits next to the boxes, he caught a whiff of the baked goods held within and, feeling his stomach give out a hungry grumble of desire, decided that there was no time like the present to sample his newest acquisition.

The cookies weren’t very large, what with them being Filly Scout cookies and all, so Thunderlane popped one into his mouth and began happily munching his treat with delight. The sugary circles were absolutely delicious! Sweet enough to fill his mind with bliss but not overbearing enough to make him feel like he had to immediately go out for a fly around Ponyville to burn off some excess calories.

Of course, when it came to such tasty treats you couldn’t have just one, and as Thunderlane devoured his second cookie of the night a thunder-like rumble came charging down his stairs. The three fillies had apparently found his little brother, and now the four of them were all giggles as they joined him in the kitchen.

“Hey, bro?” Rumble looked up at him with wide, puppy-dog eyes. “The girls said you bought some cookies from them.” He looked down at the floor and sheepishly ground a hoof into the tile. “Can I have some?”

Thunderlane knew that, with how late it was, he really shouldn’t let his brother get amped up on a sugar high. But, seeing as his own lips were now graced with a splattering of cookie crumbs, he decided to forgo hypocrisy and nodded his head. “Yeah, sure!” He gave the colt a firm hoof point. “But just one! Tonight’s a school night, and you’ll need a good night’s rest for that flight test you have in the morning.”

Rumble slumped somewhat. “Okay okay, only one…”

Thunderlane nodded. “Good. Now, I’m going to…” He paused upon noticing that the colt had stopped listening to him, apparently more interested in talking with the three fillies about random subjects than listening to his older brother drawl on about rules and the like.

He rolled his eyes and walked towards the living room, but just as his foot went from cool tile to plush carpeting he heard Rumble trying to talk around a mouthful of cookie. “Ugh, Rumble…” He turned around with a stern look on his face. “What do I always tell you about talking with… your…”

Thunderlane froze. For some inexplicable reason, his eyes had been forcibly drawn to the three shapely filly-rears in front of him like metal to a magnet. Each dough-looking piece of plot was perfectly framed by the tight-fitting Filly Scout uniforms they wore, and Thunderlane felt a sudden urge to just shove his face between them and-

‘Whoa! What the hay!’ He shook his head to break eye-contact with the trio of filly-butts. ‘What in Celestia’s name was THAT about? I’m not a… not a…’

He paused. An all-consuming warmth was suddenly enveloping him from the waist down and he blushed as he felt his dormant stallionhood start to stir within the cavern of his sheath. ‘That’s strange… I, uh... “took care of myself” just the other day. Why am I so-’

“Uh, big bro? I feel… weird.”

Thunderlane turned towards his brother and immediately felt an ice cold lance of terror shoot up his spine at what he saw. “R-Rumble! What in the hay are you doing!?”

There, sitting with his back leaned against the kitchen counter, was Rumble. Of course, it wasn’t his position that caused Thunderlane’s eyes to grow as wide as saucers. No, it was the fact that his little brother, leaned back and legs spread, had a full-blown erection jutting out from between his legs, one that the three little fillies gathered around him looked at in foalish intrigue.

“Whoa…”, Applebloom said with wide, glimmering eyes. “What is that?”

Sweetie Belle’s entire face scrunched up in thought. “I think… I think that’s called a penis!”

“Bleh!” Scootaloo backed away. “That’s his thingy? It’s so… weird looking!”

Rumble tried to move his leg into a more comfortable position but winced as the soft fur lining the side of his thigh grazed past his rigid member. “Ah! It… It’s really sensitive!”

“Oh?” Applebloom’s face brightened. “What happens if I do this?”

Thunderlane opened his mouth to stop them, but the weak croak that came out was easily drowned out by the sound of flesh slamming into flesh underneath him, a sound that was accompanied by a rush of pleasure that sent him toppling over onto his side. A quick glance between his own legs revealed the cause; His own stallionhood, engorged with more blood that he could ever remember it being, had slapped into his stomach in a blatant display of need. Already he could see a glimmering bead of seed perched on the tip like a well-polished pearl, and even though he knew there were several fillies in the room, not to mention his own brother, all he could think about was beating one off right then and there.

Glancing over and seeing Applebloom stroking his brother’s cock certainly didn’t help things, either.

“Wow…” Applebloom turned towards her fellow crusaders with her mouth hanging agape. “It’s really warm!”

Thunderlane winced as his cock angrily throbbed between his legs. “D-don’t…”

Sweetie Belle hopped in place. “Ooh ooh! Let me touch it!”

Thunderlane turned onto his belly and tried to get his legs underneath him, but the sensation of his super-heated length resting against the cool tiles lining the kitchen floor buckled his knees before he could rise a single inch off the ground. “No, stop-”

His breath hitched in his throat. His heart hammered inside his chest. His cock flexed against his thigh as it was given its first look at three thin, glistening sets of filly-lips as the Crusaders’ tails instinctively rose up into the air.

Sweetie Belle gently tapped the side of Rumble’s shaft, causing it to throb and him to moan as the lightest of touches sent stars haphazardly across his vision. “Wow, you’re right, Applebloom! It really IS warm! And hard, too!”

Applebloom rolled her eyes. “Well, yeah it’s warm. Ain’t that what I told yah? It’s not like ah’d lie about-”

A large shadow coming from behind the Apple-family filly suddenly blotted out the light hanging overhead, shrouding her in darkness as she turned around. Thunderlane, mind surrounded in a dense fog of lust, had found it in himself to stand and, answering the call of nature emanating below his waist, had walked with a purpose behind the young earth pony. His cock, heavy with blood and dripping with pre as it swung back and forth between his legs, hung low enough to almost drag across the ground as he walked. Just beyond that was the heavy globes of his testicles, two onyx-colored spheres weighing down their leathery sack with the untold amounts of seed sloshing around inside their spherical stores.

“Uh…” Applebloom nervously gulped around a lump that had formed in her throat. “M-Mr. Thunderlane? Are you oka-oof!”

With a slight push Thunderlane shoved her onto her back, and before she could even think of standing back up he had already stepped forward to stand above her. He knew what he was doing was wrong, but the incessant throbbing between his legs demanded that he continued. So, with one last step over the filly trapped underneath him, he lined the tip of his cock up with her face and gave his command in a low, gravelly voice.

“Suck.”

Applebloom’s eyes widened. “Wh-what?”

Thunderlane, now panting above her with his eyes half-lidded, didn’t say anything more. Instead, he weakly thrust his hips to tap the wide head of his cock against her lips, smearing a heady line of pre against her face that connected them as he pulled away. Applebloom licked her lips, and whether due to some carnal instinct awakens inside the young filly’s brain or that she just really liked the flavor, she threw caution to the wind and complied.

In a word, it was glorious.

Though she couldn’t get anything but the fat head of his shaft into her mouth, Applebloom more than made up for it with her tongue. She assaulted the flat flare like it was a lollipop, never dragging her tongue the same way across it twice. Thunderlane could feel his knees grow weak from the never-ending assault of pleasure upon his brain, but the rock-solid will of his libido commanded him to keep on standing until he could reach sweet, sweet release.

“Whoa… Look at her go!” Thunderlane moaned as he felt Scootaloo lean between his legs to get a closer look, causing her soft, flowing mane to brush across his low hanging balls. “Can I get a turn?”

Apparently Applebloom wasn’t in the mood for sharing, for the feisty fellating filly suddenly wrapped her hooves around his cock and held it against her chest in the lewdest “mine!” position imaginable. That got a reaction out of Thunderlane, who had to stop himself from falling down onto Scootaloo lest she get a healthy helping of stallion nuts in her face.

“...”

Actually, that wasn’t that bad of an idea…

Scootaloo humphed underneath Thunderlane. “Tch, fine! I’ll just have to find something else to play with! I don’t need-”

She paused as warm, pliable flesh was suddenly draped over her forehead. “Uh… Dude? What the hay…?”

Thunderlane widened his stance and lowered his hips, moving the heavy sack of his testicles over the filly’s nose. “Lick.”

And lick she did.

One lungful of his potent stallion musk and the filly was gone, lost in a haze as she attacked the hanging orbs with swift strokes of her tongue. Much like her earth pony friend, the pegasus went for speed and power over technique. Not that Thunderlane minded, and as he stood on wobbly legs with two feisty fillies slobbering over his crotch he bit his bottom lip and closed his eyes to prepare himself for the ride ahead.

At least, he would have settled in, if not for the long, drawn out moan that easily overpowered the rhythmic slicks and slops sounds coming from the fillies. It took a moment for him to realize that it wasn’t him who had made the noise, and after remembering that he wasn’t the only male in the room he reopened his eyes and glanced towards his little brother.

Rumble, who was still leaned back against the kitchen counter, now had one rambunctious unicorn between his legs. The colt’s smaller size compared to his brother meant Sweetie was able to take most of his length into her soft lips, and the sensation of having a filly bobbing up and down his cock had clearly done a number on his mind.

The colt’s eyes were wide as he stared blankly towards the living room. Both his hooves were on the back of Sweetie’s head, though they were neither pushing her away or pulling her into his lap. Instead, they simply sat there, as if the feeling of her mane was the only thing anchoring him to this world.

Thunderlane grit his teeth at a particularly pleasant tongue drag across his flare, and as Scootaloo began to gently nip at his sack with her teeth he felt his balls pull up in preparation for the orgasm of his life. He began moaning at the end of each of his panting breaths, hips starting to thrust on autopilot as the idea of filling that filly mouth with stallion cream brought him closer and closer to climax…

And closer…

And closer…

And closer…

Thunderlane began to panic. Why couldn’t he finish? There was nothing more he wanted to do at that very moment then paint the filly’s face white, to coat that cute little bow in her hair with a thick, gooey blast of cum. But no matter how hard he tried, no matter how hard he begged, his climax would just not come.

‘The cookies…’ He thought in a haze of lust. ‘I need another cookie…’

Without paying any heed to the two fillies underneath him, Thunderlane marched forward towards the counter, tearing both Applebloom and Scootaloo away from their treats as he grabbed another one of his own. He engulfed the baked good in the blink of an eye, and after ravaging a second one just in case he turned towards his prey and stalked the like a predator on the hunt.

Applebloom wasn’t paying attention, for the filly was too fascinated with swirling around the salty-sweet pre she had milked from Thunderlane’s balls to care. With an audible gulp she swallowed it down, giving out a refreshed “Ah!” like she had taken a big gulp of apple juice afterward.

“Wow-wee! That was something else!” She grimaced as she smacked her lips together. “Kinda leaves a bad aftertaste, though… Hmm…” She turned towards Thunderlane, who had snuck up to within a couple feet behind her in his quest for release. “Mr. Thunderlane? Can I please have a cookie? Just so I don’t have the taste of yah thingy in mah mouth.”

Thunderlane barely registered what she said. But, her request did give him an idea. “Sure…”

Applebloom beamed up at him. “Thanks! Ah re-eeaoh!”

Without warning, Thunderlane scooped the small filly up with one of his wings and deposited her onto the counter next to the small, green box of cookies. A second yelp soon followed, and before Applebloom could figure out what was going on Scootaloo was suddenly dumped right on top of her, putting the two fillies belly to belly with a very hungry looking stallion by their hind hooves.

Applebloom and Scootaloo’s eyes met, their noses less than an inch apart. “Uhhh…” Applebloom glanced to her left and, seeing the box of cookies, reached out and grabbed two of the small, confectionary delights. “Want a cookie?”

Scootaloo sheepishly rubbed the back of her head. “Uhm, suuure…”

The two fillies wolfed down their respective cookies, just in time for two large, black hooves to land on the counter on either side of their heads as Thunderlane reared up against them. With most ponies using their mouths to grab things, the kitchen counter was just barely tall enough to reach Thunderlane’s chest which meant that, when he stood up on two legs, his cock swung into position above it. Knowing that he would never fit in either juicy pairs of filly lips now presented before him on the counter like a pair of juicy watermelon slices, he had settled for the next best thing.

One stallion-cock sandwich with two pieces of filly bread coming right up!

The mix of spit on his cock and succulent juices running down the fillies’ thighs was more than enough lubricant for his first thrust, and as he felt the sensitive head of his cock push past the soft fur of their stomachs to poke out by their chins he tilted his head back and let out a bellowing moan.

Time became nothing to the stallion as he began to shove his cock back and forth between the fillies like they were a mare begging to be bred. The sensation of having two plump sets of filly-lips hugging the sides of his cock was mind-boggling, and as the two Crusaders provided him with more and more of their natural lubricant he found himself picking up the pace with his thrusts. The fillies were having a pleasant time as well, moaning and writhing against him each time the bulge of his medial ring flicked their winking clits in passing.

Thunderlane instinctively spread his hind legs as he felt somepony poking around his crotch. He had nearly forgotten about Sweetie Belle, what with her seemingly content with sucking off his brother, but now that the filly had shoved her muzzle against the crevice between his balls he certainly remembered her. In fact, as he felt her slam into his balls like a pendulum and heard the tale-tell smacking noise of two fucking ponies behind him, it appeared that his brother didn’t want to be forgotten, either.

The thought that his little brother was rutting some filly’s brains out as the same filly gargled around his nuts sent a pang of pleasure racing up Thunderlane’s spine, but it was the blissful cries of the two fillies on the counter that really got him going. The constant grinding of his cock against their clits had finally brought the young ones to orgasm, and as their lips fluttered against his shaft to thoroughly coat his cock in their juices he realized he wouldn’t be that far behind.

With one, two, three final thrusts between the two fillies Thunderlane’s eyes rolled to the back of his head and his balls, still being lavished by the ravished unicorn between his legs, pulled up towards his body and began to unleash ragnarok onto the Crusaders. Liter after liter of thick, gooey stallion semen launched from the tip of his cock-turned-cannon, splattering across both fillies’ chests, chins, and faces as they continued writhing with their own climax-induced spasms. It felt like his orgasm would never end, and it was so intense that he actually felt a slight pang of pain each time his shaft expanded to deposit another dollop of cream onto their bodies.

A filly-like squeal muffled by the fatty flesh of his balls signaled Sweetie joining in on the orgasm-party, and just a moment after that came the colt-like groan of Rumble. Thunderlane’s cock lurched inside its filly-prison at the thought of his little brother dumping his seed into Sweetie’s cunt, and as their fur grazed his over-sensitized stallionhood darkness overtook him.

Applejack impatiently tapped her hoof against the ground, worry clearly written across her face as she waited for the Crusaders to return. “What in tarnation is takin’ them so long? Ah told them to make it quick, for pete’s sake!”

Rarity impatiently tapped her hoof against the ground, worry clearly written across her face as she waited for Rainbow’s punishment-prank to begin. “I’m more worried about Rainbow! I haven't seen her in ages! I’m sure we can trust this Thunderlane character with the girls, but if the prank doesn’t start soon I’m not so sure that it ever will!”

Applejack sighed and rubbed the back of her head. “Yeah… I guess I should trust them girls. They are gettin’ a bit older now…” She joined Rarity in looking at Ponyville. “Where’s the last place you saw Rainbow?”

Rarity pointed towards a familiar building in the distance. “Last I saw, she was headed for Suguarcube Corner…”

Rainbow nervously chuckled as her back hit the counter. “Heh-heh… Uh, if this is some kind of prank to get back at me, can we just skip to the ‘I’ve learned my lesson’ part? You’re kind of freaking me out, Pinks…”

The pink mare, apparently in a daze, continued to walk towards her. “Puuusssyyy…”

Rainbow let out a very filly-like shriek as Pinkie lunged between her legs and shoved her muzzle against her marehood. As the zombie-like pony began eating her out, there was only one thought on her mind.

Maybe she had put TOO much of that aphrodisiac into the cookies...

Episode 16 - Black Changeling Needs Food, Badly!

“Welcome to the Crystal Empire, Thorax.” The changeling glanced up at the stallion who but a few short minutes ago had been trying to track him down with a hint of fear in his eyes. “I’m sorry we didn’t take the time to get to know you. Maybe we can change that now?”

Thorax immediately perked up. Maybe he could becomes friends with these ponies! “That’d be so amazing! I want to know all about friendship, and maybe one day I can take that knowledge back to the Changeling kingdom! If my kind learn how to create love from one another, maybe they wouldn’t have to take it from others!”

Cadance smiled. ‘Now there’s a thought…’

One of the nearby guards lifted his hoof and proudly proclaimed, “To Spike the brave and glorious!”, resulting in the rest of his compatriots shouting out in a cheer as they mobbed the tiny dragon and lifted him into the air. Cadance watched with pride as they hoisted Thorax into the air as well, and as the guards began bouncing the two around in jubilation she turned towards Shining and smiled. “Well, isn’t that something?”

Shining chuckled. “Yeah… Can’t say I expected to become friends with a changeling today!”

The two watched the sudden bout of celebration in a happy silence, each with a warmth settled inside their chests that made them want to jump up for joy. It wasn’t every day that you made a new friend, even less often one you thought was your mortal enemy, and both Cadance and Shining were more than content enough to bask in the glow of love radiating inside the room.

Like most things in life, however, the guards' celebration eventually came to an end, leaving a grinning Spike and Thorax standing in somewhat of a daze as various ponies tried to ask them various questions about various things. How had they met? What was life like in the hive? How many licks did it take to get to the center of a tootsie pop?

The changeling certainly seemed overcome by it all and, feeling sorry for him, Cadance stepped forward with Flurry Heart in tow. “Ahem, guards? I would ask that you please give the honorable Thorax from space. I’m sure he’s quite overwhelmed right about now.”

A murmur of sheepish agreement came from the group of armored ponies, and as they stepped away from their newest guest the changeling gave Cadance a nod of thanks. “Th-thank you, Princess Cadance…”

Cadance smiled as Thorax gave her a bow. “You're entirely welcome, Thorax. Though, you can just call me Cadance. We are friends, after all.”

Thorax quickly ended his courtesy with a green blush burning up his cheeks in embarrassment. “Oh, yes, sorry Prin- I mean, Cadance.”

Twilight walked up beside the changeling and gently placed a hoof on his shoulder, though Cadance could tell the mare was barely holding in her excitement over acquiring yet another friend. “I can’t wait to tell you all about friendship, Thorax. There’s so much to learn! For both of us!” Cracks began forming on the dam holding her passion back, causing the mare’s speech to quicken as time went by. “You can tell me what it’s like being a changeling! Just imagine the two of us, sitting by the fireplace reading books and telling stories about the hive! Ohhh, I can’t wait to hear all about it! Maybe I’ll write it down and make a thesis on it! Well, of course I’ll write it down, it’s not every day that you get to meet a changeling, and it’s even rarer to have one actually want to-”

Thorax took a step back, completely unprepared for the onslaught that was Twilight in full-on learning mode. It would be Shining who would come to his aid this time, and after shushing his sister up with a well-placed hoof against her lips he turned to Thorax and gave the changeling a smile. “Heh, uh… Sorry about my sister, Thorax. She can get a little… passionate about learning…” Twilight backed off with a blush as Shining continued with a somewhat devilish gleam to his eyes. “I would like to mention that I really meant what I said; I really would like to get to know you better. So, how about you, me and Cadance head someplace a little more… private. “ For some reason he shot a heated glance Cadance’s way and, perhaps even more mysteriously, Cadance gave him a sly wink in reply “You know, chat about stuff, get to know each other better… Friend stuff!”

Thorax didn’t look like he could be any happier with the offer. “Oh! That sounds great!” He turned towards Spike and extended a hole-riddled hoof. “Thanks for everything, Spike. Really. You really are the best friend a changeling could ask for!”

Spike sheepishly ground a foot against the carpeted floor. “Aw, shucks! You’re gonna make me blush, Thorax!” Taking Thorax’s hoof and shaking it, Spike turned towards Twilight and gave her a smug-looking grin. “See that, Twilight? Maybe I should have been made the Princess of Friendship, huh? Spike the Brave and Glorious, Master of Friendship!”

Twilight rolled her eyes and smiled at her assistant. “Yeah yeah… You did really good today, Spike, but don’t let it get to your head. Now, how about we go out and celebrate with some of those Crystal Cupcakes you said you liked.”

Spike immediately forgot about supplanting Twilight as the Princess of Friendship. “Ooh, Ooh, can we get the ones with the turquoise flakes? Those were amazing!”

Twilight smiled. “Sure thing, Spike.” She turned towards Cadance and nodded her head. “Well, I guess we’ll be heading out. See you two later?”

Cadance returned the nod. “Oh, of course! See you soon!”

With that, Twilight, Starlight, and Spike walked out of the room, talking amongst themselves about Crystal Empire confectionaries and newly found friendship as the large, ornate doors closed behind them. Which meant they never noticed the smiles Shining and Cadance shared as they were left all alone with their new changeling friend.

‘Got ‘em…’

“...what about comic books? Did you guys ever have those?”

Shining, Cadance, and Thorax, quite an odd grouping if you hadn’t seen the events in the throne room, had retreated to the royal couple’s grand bed chambers to have a little chat. This had mostly been Shining asking the changeling about menial things like “Do you guys play sports?” or “What’s your favorite heavy metal band?” which, with changelings not knowing the concepts of sports or music, Thorax had either answered with a confused tilt of his head and a shrug of his shoulders or, in the case of his favorite heavy metal band, a bewildered muttering of the word “Lead”.

Thorax’s head tilted in confusion. “Comics?” He shrugged his shoulders. “Sorry, can’t say I know what you’re talking about.” He glanced over towards the door Cadance had disappeared behind some time ago. “What happened to Cadance? Is she planning on comic back soon?”

Shining smiled. “Oh, she’s just tucking Flurry Heart in. Little rascal is always a challenge!”

Just then, the door to the bedroom swung open to reveal Princess Cadance, stripped of her regalia and hair still somewhat damp from an apparent shower. The mare confidently strode into the room, eyes locked on a flabbergasted Thorax’s, and she sensually made her way over to the bed to sit next to him with a noticeable sway to her hips.

It took a moment for Thorax’s brain to reboot, but as it did he shook his head and blushed a bright-green blush. “Oh, wow! You’re so beautiful! There’s…” His eyes widened as the Alicorn laid a hoof on his inner thigh while spreading her own hind legs, and even though he averted his eyes as best as he could he couldn’t help but take a peek between them to see the carnal treasures they contained. “There’s so much... LOVE around you…” He tried to back away, scared of what he might try to do as his instincts began to take over, but a strong, firm hoof from Shining Armor stopped him in his tracks. “I… I… Argsssahh!”

Cadance, surprisingly, didn’t so much as flinch as a hissing changeling was suddenly right in her face. Even more surprising was that, rather than scream or back away, the Alicorn of Love was actually smiling.

“There you go, Thorax…”, Cadance whispered as she scooched closer towards him, “Let it all out… I know you must be absolutely starving…”

Thorax fought against Shining as best as he could, pushing and squirming against hooves that seemed forged from steel. It seemed his efforts would be futile, however, because as the burning need in his gullet grew into a raging inferno he felt his mind descend into a daze.

Cadance reached over and lightly grazed his cheek with a hoof. “C’mon… Give it to me…”

And then he snapped.

With another half-hiss, half-snarl, Thorax leaped from his seated position on the bed just as a smiling Cadance laid back and spread her hind-legs as far as they could go. Like a magnet against metal Thorax felt pulled towards the Princess’s love-soaked lower lips, and with a carnal yell of delight he shoved his chitinous muzzle against her pussy and began feasting on succulent insides in an attempt to quell the deep-seated hunger he felt inside.

Cadance’s hips lifted into the air as soon as the changeling’s long, forked tongue buried itself inside her snatch, and as the thin appendage began writhing around like an angry snake inside her body she let out a bellowing yelp of surprise. “Ooooohhh!”

Shining, casually making his way to a large lounge chair placed next to the bed, sat down and stallion-spread as he watched Thorax go to town on his wife. “Wow, look at him go!” He reached between his legs and jostled the heavy orbs hanging off the edge of the seat, causing the thick tower of dark pony-flesh just above it to slowly rise from its resting place within his sheath. “Guess he really did need some loving, huh?”

Cadance, back arching off the bed as she uncontrollably humped Thorax’s face, let out a series of breathy moans between heated pants of breath before she was able to reply. “I’d s-say so-ooooh!”

Thorax was, without question, one of the wildest partners Cadance had ever had the pleasure of being in bed with. The changeling appeared to have been driven mad by his hunger for love, resulting in a vicious assault upon her defenseless marehood that left her unable to do anything but writhe and moan atop the bed. Lewd slurps and slips echoed off the crystalline walls of her bedroom, creating a cacophony of obscene noises that stoked the fires of lust burning between her legs.

Thorax’s tongue… Oh, that tongue! It was unlike anything she had ever experienced! It was so much longer than a pony’s, and while it wasn’t as large as, say, her husband’s impressive stallionhood, the way it could bend and curve inside her body was quite simply mind boggling. The changeling even took the time to pull back and lash at her clit with a series of striking licks of his tongue, going so far as to wrap the serpentine length around the bundle of nerves and give it a nice tug to really shock her to the core.

Cadance weakly turned towards Shining as Thorax once again shoved his tongue inside her body, eyes half-lidded and glazed over with bliss. “Sh-Shiny… I’m g-getting c-close…”

Shining looked surprised for a moment, though he continued to slowly rub his now fully erect shaft like he was absentmindedly petting a cat in his lap. “Wow, that quick, huh?” His horn lit up as he grabbed a small bottle from an end table by the bed. “Guess I better get ready then…”

Popping the top off and flipping the bottle over, Shining drizzled a long line of thick, viscous fluid over the top of his shaft. The liquid flowed over the flat, blunted head of his flare, pouring over the sides and flowing down his shaft like numerous streams of lava coming down a mountainside. Once he felt he had enough he tossed the bottle aside and began massaging the lube into his rigid member like a masseuse, causing his member to glisten in the light as he worked himself over.

Cadance, meanwhile, had begun to hyperventilate as Thorax drank down mouthful after mouthful of her succulent juices. The changeling had opened his mouth as wide as it could go to hold the plump lips of her pouting pony pussy in his jaws, teeth ever so gently pressing against the skin just below her teets and just above her anus, yet even that wasn’t enough to hold in her delicious bounty as streaks of her excitement dribbled down his chin.

Thorax didn’t seem to mind the messiness. In fact, he seemed to relish in it as he began pumping his tongue back and forth in a thrusting motion to dig out more and more of her liquefied excitement. The changeling was like a dehydrated pony led to water, savagely attacking the well of her pussy in an effort to relieve his thirst. Of course, with each tongue-lash against her inner folds, Cadance felt herself crawling ever closer to really giving him something to sate his thirst…

Shining ended his preparations with a pleasant squeeze to the base of his cock, driving the blood in his shaft up towards the flair to bloat it out obscenely. Jumping off the chair and landing on all four hooves, five, if you were looking from afar, Shining made his way to the bed and clambered on to join Cadance and Thorax. “How close are you, Cad-”

“AHH, FUUUUCK!”

Shining rolled his eyes at his wife’s outburst. “Guess that would be pretty dang close…”

Cadance saw stars in her eyes as her body rhythmically clenched in orgasm. Her legs had instantly tried to close around Thorax’s head in a weak attempt to drive the ravenous changeling away from her over-sensitive lips but, with a surprising amount of strength, he grabbed onto her thighs and shoved them back onto the bed. Without that, Cadance began frantically spasming on the bed as she tried to fight off the unbelievable amounts of pleasure pounding her brain into submission, pleasure that was only heightened by Thorax as he continued to eat her out straight through her climax.

Gush after gush of mare cum flooded the changeling’s mouth, coating his tastebuds with the Princess’s succulent honey as his deep-seated hunger finally began to relent. He had been taught in the Hive that mare’s exuded exorbitant amounts of love when brought to orgasm, but he had no idea that it would be this much! Perhaps it was just due to the fact that the mare he was lips-to-pussy with was the literal Princess of Love, or, with a thought that made him somewhat proud of himself, that he had done an above-average job in working her over.

Whatever the case, by the time Cadance’s spasms began to slow and her breathing began to calm, Thorax felt like a million bits. He pulled away from Cadance’s lap with a refreshed “Ah!”, streams of spittle and mare-cum dripping from his lips and chin as he surveyed the damage he had caused.

Which made his eyes widen in terror. “Oh, oh my gosh! I’m so sorry! I didn’t mean… I don’t… Please don’t-”

The sudden appearance of a big, white stallion beside him shut the changeling up, and as Shining Armor wrapped a foreleg around his shoulder and squeezed him against his cushiony, pony body he looked at Thorax with a strange sense of pride.

“Well, damn!” One of Cadance’s legs weakly kicked as she struggled to come back down to Equestria. “That sure was something, Thorax! I can tell we’re going to be real good friends…”

Thorax perked up. “Really? That would be great!”

Shining smiled. “Yeah. Great. But, for now…” Thorax’s eyes widened in awe as the stallion’s horn lit up in a vibrant pink, and then they widened even more as Cadance's body became illuminated in the same.

“Now, it’s my turn.”

Levitating his wife a couple hooves into the air, Shining stepped forward, flipped onto his back, and wriggled his way underneath her before gently letting the Alicorn fall back down. Enough time had passed for Cadance to regain her bearings, and as she felt her husband’s muscular chest press against her back she turned her head and planted a light kiss on his cheek.

Shining returned the kiss, this time on her lips, and as they separated he nuzzled the side of her face and whispered into her ear. “Ready, hon?”

“I was born ready”, Cadance whispered back, her voice laced with lust, “Let’s give Thorax a show…”

Shining nodded and, with well-practiced ease, hefted Cadance’s voluptuous hind-end and placed it precariously over his proudly pulsing penis. Thorax couldn’t believe it; just a few short moments ago he had been afraid for his life, and now he was going to get a front row seat to two ponies mating! Another lesson he had learned in the Hive was that when two pony lovers came together in such an intimate way, one could harvest enough love to feed dozens upon dozens of changelings with ease. And that was assuming that one of the ponies had been swapped out by a changeling!

Thorax waited with bated breath, ready for the head of Shining’s cock to pierce the outer gates of Cadance’s marehood and for their mating to begin. What happened instead confused the changeling to no end; for some reason, Shining lifted his wife even further into the air, placing his cock between the doughy cheeks of her ass. It was if he was planning to-

Shining let his wife drop into his lap.

Thorax’s mouth fell agape as all twelve-plus inches of the Prince’s cock disappeared into Cadance’s body, the thick, pink lips he had expected the stallion to use sitting completely untouched between her outstretched legs. The only thing left of Shining’s junk was the pair of plump, black balls that now sat against the cheeks of Cadance’s ass, and if Thorax peered closely enough he swore he could see a small lump in Cadance’s lower stomach that hadn’t been there before.

Cadance moaned as she got used to the thick stallionhood shoved up her ass. While she had plenty of experience with her husband’s tool of pleasure, there truly was no way to prepare oneself for the girthy rod of throbbing lust. Once the barely noticeable tinge of pain had faded into the back of her mind, Cadance turned towards Shining and gave him a small nod to continue. “Go ahead, my love…”

If watching Shining’s cock disappear had been amazing, watching it re-appear was something else entirely.

The puffy rim of Cadance’s ass hugged each inch of her husband’s cock as it slid from her depths, distending ever so slightly as it begged him to stay inside. The stallion’s length would not be denied, however, and before long the wide band of his medial ring slipped out of her with an audible pop.

Shining grit his teeth as he felt his wife’s ass clench down on his dick. “Mmph… Still as tight as ever, Cadance…”

Cadance shivered as he began to push his shaft back into her body. “Ooh… I think it’s more to do with your size than anything, Shiny… Celestia above your big…”

Shining chuckled, and as soon as his balls tapped her in the ass he reversed direction to pull himself back out. Before long he had built himself into a rhythm, the lube doing its job in making sure both ponies enjoyed the tight penetration. And, if that weren’t enough, tiny rivulets of juice began leaking from Cadance’s marehood, dribbling down to where her ass sat speared on her husband’s cock to further lubricate their fucking.

After a couple dozen passes in and out of Cadance’s ass, Shining paused with his cock hilted inside her body, spread his legs, and glanced over his wife’s mane to look at the still-stunned changeling sitting at the foot of the bed. “Well?”

Thorax shook the cobwebs from his head. “H-huh? What?”

Shining smirked. “Well? Aren’t you going to join in?” Reaching between his wife’s legs, he used both his hooves to spread apart the petals of her flower to show off the bright pink folds of flesh hidden within. “I see a nice, warm mare pussy that could use a little dicking right about now…”

Thorax didn’t need to be told twice. With his hunger for love sated, at least for the moment, he found his head was completely clear as he walked up and over Cadance’s prone form. There was no hissing, no teeth-baring, just one changeling that just so happened to have a painfully erect cock between his legs and one mare that just so happened to have a place for him to put it.

Cadance, blushing as she felt her husband’s cock flex inside her ass, gave Thorax a warm smile as she saw a little bit of concern written on his face. “Don’t worry about a thing, Thorax.” She reached down and wrapped a hoof around his shaft, causing the changeling to shiver and hiss as she ground the head of his cock against her cunt. “Just go ahead and-”

The wide flare at the top of Thorax’s cock suddenly slipped inside her body with a lewd-sounding slurp, and before she even had a moment to comprehend the fact that she was being fucked in both holes at the same time he had pushed the rest of it past her fluttering folds to kiss at her unguarded cervix. “Ooohhh my… Mmph…”

Shining took that as his cue to continue, and after giving Thorax a sly nod and wink he pushed his hips down against the bed before suddenly thrusting up into his wife’s ass. The sound of their flesh slapping against each other reached Thorax’s ears before the wave of force produced by his thrust could reach his cock, and as the stallion gave him another wink he realized what he was supposed to do.

Shining and Thorax began fucking Cadance in earnest, rocking her back and forth between them as they relentlessly pounded both of her holes into submission. She became like a pendulum between them, sinking into her husband’s chest whenever Thorax thrust between her legs and floating up into the changeling whenever her husband slammed his hips into her ass.

And Celestia above, did she love it!

In fact, in what somehow felt like a matter of seconds and hours upon hours of time later at the same time, Cadance began to feel the familiar pangs of yet another far-off orgasm gradually making its way towards her. She glanced up at Thorax, watching him with half-lidded, glazed over eyes as the changeling’s own sat clenched shut in concentration. Just the sight of her former enemy panting in bliss above her was nearly enough to send her over that edge, and for a moment the world was reduced to nothing but the three of them on the silken sheets of her bed.And then she looked between her legs, and the sight of Thorax’s foreign cock plunging into her depths was the straw the broke the camel’s back.

Or, in this case, the sight that shoved Cadance into her second orgasm that night.

Vision fading to white as her mouth opened in a silent scream, Cadance felt her pussy clench down on the solid rod of changeling cock speared inside her body in an attempt to milk it for all it was worth. She heard Thorax moan as if he was some distance away, and as soon as she felt his shaft flex inside her body she realized that he, too, had entered the euphoric realms of climax alongside her. She shivered as she imagined his changeling cum filling her womb to the brim, leaving his mark inside her body in the basest form possible.

“Cadanccceee…” Thorax hissed as his balls continued to pump liter after liter of cum into her body. “OoooOOOooohhh…”

Shining, teeth clenched as he continued to ram his wife’s ass, glanced at the changeling and smiled at the look of bliss on Thorax’s face. “Yeah, that’s it… Fill her up good…” He slammed his hips up against Cadance, slapping his balls into her ass with a mighty clap that rang in his ears for a second. “I’m right behind ya…”

Shining wasn’t kidding, for as soon as he finished speaking he suddenly began fucking Cadance with a series of rapid-fire thrusts that rocked her body around his lap like a rag-doll. And then, with his most powerful thrust of the night, he buried himself to the hilt inside her ass and, with a bellowing moan, he felt his balls clench up as he, too, began blasting Cadance’s insides with a fresh batch of cream.

Thorax, startled by the sudden yell, backed up enough to pull his still-throbbing cock from Cadance’s already-full marehood with a loud slurp sound. He could do nothing but stare in horror as thick lines of greenish semen continued firing out of his shaft like a cannon, painting the Alicorn’s pink fur in seed from her chest all the way down to her thighs. Some even splattered down onto Shining’s big, black balls, and, either following the changeling’s idea or just as a simple coincidence, the stallion pulled his mighty shaft from Cadance’s clenching rectum to join Thorax in basting his wife with cum.

Eventually, however, all three of their orgasms came to an end, leaving them feeling a mix of lightheadedness and a happy tiredness that came from a good night’s fucking. In fact, as Shining glanced down at his now cum-covered wife, it appeared as though the sensations had been too much for Cadance to handle as she slumbered against his chest with a wide smile on her lips.

Shining lovingly smiled at his wife before glancing towards Thorax to give the changeling a big hoofs-up. “Nice job, Thorax.” Carefully picking her up in his magic and placing her beside him, Shining rolled over to the side of the bed with a spring to his step. “Damn, that was something else!”

Thorax chuckled, meekly, and joined Shining at the edge of the bed. “So, uh… Does that make us friends?”

Shining chuckled. “Well, yeah it makes us friends!” He playfully nudged the changeling in the shoulder. “Trust me, I don’t let just anypony fuck my wife!”

Thorax smiled as the stallion laughed beside him. “Wow… My second friend…” His head tilted to the side in thought. “Who knew making pony friends would be so… physical!”

Shining gave him a big, dopey grin, still somewhat light-headed from the experience. “Yeah…”

Thorax continued, deep in thought even as the stallion collapsed next to him, asleep. “Well, I guess that means I’ll have to go fuck that Twilight mare so we can be friends too!”

Without ever glancing back towards the bed, Thorax marched out of the room with a big smile on his face, ready to go out and “make friends” with as many ponies as possible!

Episode 17 - The Heroes' Reward

Twilight looked at the battlefield that was once the Cutie Map room with clear trepidation in her eyes. "We should just close the door and let them finish..." She chuckled like a mad mare on the brink of losing it. "Whatever this is..."

"No way!"

The five mares turned to look as Rainbow took a step forward with her head held high and her lips curved in a grin. "Did you see the size of Big Mac's sword?! I totally want in!"

Pinkie Pie stepped forward. "Yeah! I don't know what it is, but it looks like super-duper fun!"

With that, the energetic pink mare bounced into the air before charging after her pegasus friend, both ready to join in on Spike, Big Mac, and Discord's game. They quickly reached the edge of the playing field, and with a big leap-

They hit an invisible wall.

"Ow!" Rainbow bounced off the barrier and rubbed her shoulder. "What the hay? What gives!"

Pinkie, who had both metaphorical and literal stars in her eyes, wobbled up beside the pegasus and tapped her hoof against the unseen barricade. "Hey, let us in! We want to play... whatever it is that you're playing?"

Spike, or, should I say, Garbuckle the famous level 30 enchanter magician with major skill points assigned to Intellect and Perception, glanced over at Discord, aka Captain Wuzz the Archer, and shrugged his shoulders. "Uh, Discord? What's up with the-"

Discord cleared his throat. "Ahem! Who is this Discord that you speak of, Garbuckle? I'd love to meet him, he certainly sounds lovely..."

Spike rolled his eyes. "Sorry, Captain Wuzz... But what gives? Why can't Pinkie and Rainbow jump in?"

Discord rubbed his goatee in thought, which, if you didn't know, was where every draconequus does their heavy thinking. "Well, Garbuckle, I'd have to say that, since these two fine mares haven't been written into the world yet, they can't possibly just join in!"

Big Mac nodded his head, rattling the Dark Steel Helmet +1 on his head. "Eeyup, makes sense."

"Huh..." Spike walked up to the edge of the map where Rainbow and Pinkie were waiting. "Okay then! I'll just have the two of you make characters and then-"

"Wait!" Discord popped into existence beside him, devoid of his character's costume and floating in the air with quite a drastic frown on his lips. Which was a bit strange, seeing as, when Spike glanced back over his shoulder, Captain Wuzz was still standing there, bow and arrow in hand as he scanned the horizon for any sight of the enemy. "You can't just have them join the campaign now! It doesn't make any sense in the overarching plotline!"

Spike's head tilted, questioningly. "What do you mean?"

Discord rolled his eyes. "Pff, novices... What I mean is, why would two adventuring mares that just happened to be decked out in full sets of high-level gear be all the way out here? If they're going to join, we need to move this to a more public place, like a city or town."

"Hmm..." Spike perked up. "Hey, I know! Seeing as we've defeated the evil Squizard, we can head back to Spiketropolis, the capital city of Spiketopia, and get our reward! Maybe then we can meet them in, like, a tavern or something!"

Discord thought on it for a moment, and then, for some mysterious reason, a mischevious grin crossed his lips. "Why Spike, I do believe you're on to something!"

Rainbow watched the draconequus pull out a pen and paper from thin air, and as he began to furiously scribble something down she glanced at Pinkie and rolled her eyes. "Jeez, who knew they took this so seriously..."

Pinkie shrugged. "I guess it's like you and your clopfic collection about us-"

Rainbow silenced the pink mare with a well-placed hoof in her mouth. "Pinks!", she hissed into the mare's ear, "I told you not to tell anypony about that!"

"Tell them about what?"

Rainbow nearly jumped out of her skin at the unexpected statement, blushing as she turned around and found the rest of the Mane Six standing right behind them. "Uh... Heh-heh... Um, you know... Don't tell anypony about... my, uh..."

The pegasus was saved from certain embarrassment by the bell. Or, in this case, of a loud, magical popping sound reminiscent of one of Twilight's teleportation spells. This one was on a much greater scale, however, echoing off the walls and illuminating the group of ponies in a white glow. The game board Spike, Big Mac, and Discord were in began to transform, trees and hills morphing into tables and walls as the field became the inside of a tavern.

In a scene that would be strange had it not been caused by a certain draconequus, Discord's disembodied voice rang out even as Capain Wuzz began walking towards a bar that had sprung out from the ground. "Our intrepid band of heroes, weary from a day full of adventuring, return to the capital city of Spiketropolis and retreat to their favorite local tavern, The Plot's End."

All seven ponies plus a single dragon watched as cards began popping into existence across the now-wooden tavern floor, crude drawings of various patrons magically appearing before their very eyes to fill The Plot's End with life.

Discord continued his narration. "Word had quickly spread about the vanquishing of the great Squizard, and they were greeted with a hero's welcome upon passing through The Plot's End's well-worn doors."

The cards rushed over to Spike and Big Mac, lifting them into the air with ease even in their current limb-less state.

"Wwwhoa!", Big Mac bellowed, unused to being carried around like a sack of apples. "Hey now, put me down!"

Spike, used to this sort of thing from his times in the Crystal Empire, shrugged his shoulders and leaned back into a more relaxed position as the jubilant mob carried him towards the bar. "Eh, you get used to it."

The stallion and dragon were deposited next to their mismatched companion who, even as Discord continued describing the scene, leaned his head back and took a big swig of his foamy drink.

"The three adventures shared in the crowd's merriment, drinking the night away to a bevy of hoots, hollers, and the occasional spontaneous musical number. Little did they know, however, that, mingling amongst The Plot's End patrons, there were six mares who planned to do a little something more for the heroes later that night..."

A card suddenly popped up from behind the bar, a drawing of a big, burly stallion with a mug for a cutie mark designating him as the bartender. The card rotated so that the stallion was facing Spike, and in a voice that sounded like a deeper version of Discord's he said, "Well well, Garbuckle, seems like tonight's your lucky night." A key floated from beneath the bar into Spike's claws. "Seems somepony has hooked you and your friends up with the luxury suite upstairs." The drawing somehow winked one of its eyes. "I wouldn't stay down here too long. This pony seemed rather... intent on meeting you as soon as possible."

Spike, still somewhat stunned by the whole magically-changing scenery thing, looked a little bit dazed as his eyes bounced between the stallion-drawing and the key in his hands. "Huh? Discord, what is-"

The scenery changed again, this time from the festive atmosphere of a pony-filled pub to a casual tavern bedroom setting. Two king-sized beds sat by each of the walls, large enough to hold a pair of ponies or, if they were crammed close enough, maybe even three. It was a very homely looking room, with warm lighting that gave it a very cozy feeling.

Every non-draconequus in the room had to take a moment to adjust to the sudden change in their surroundings, but Discord merrily floated over towards the bed and plopped down with a happy sigh. "Ahh... Now this is what a hero needs after a day full of heroic heroics!"

Twilight, who had been watching the proceedings wondering what kind of spells Discord was using to make all of this happen, shook her head to clear the cobwebs from her mind and leveled a glare draconequus's way. "Discord! What the hay are you doing?"

Discord perked up. "Oh! That's right! The scene must go on!"

He clicked his fingers, and even though the draconequus's lips didn't move his voice echoed off the walls. "Our illustrious heroes head to their graciously provided room upstairs, wondering who or what had decided to grant them such a gift. Little did they know that the room already had six occupants waiting for them..."

Rainbow stared at Discord in confusion. "I thought we were gonna, like, fight some monsters or something, not... whatever we're doing here!"

Discord, his body frozen in place and now drained of color like he was in some kind of black and white movie, continued his description of the scene. "Sir McBiggun would be the first to fall to the mares' advances. Prism Flash, the feisty little pegasus with a prismatic mane, pushed the strong stallion over onto the bed. The mare was upon him before the unicorn knight could recover, surprising him with the speed of both her body and her tongue..."

Rainbow turned towards Big Mac and shrugged. "Uh, Discord? We aren't just going to start having se-"

There was a sudden flash of light, blinding everypony in the room with its vibrancy, and as it faded away both Big Mac and Rainbow had seemingly vanished into thin air.

Or, as a yelp rang out in the room, they had simply been moved.

The rest of the ponies gasped as they turned towards the bed and saw Big Mac, leaned back against the wall with his hindlegs dangling off the edge, with a certain cerulean pegasus's prismatic mane between his legs.

"Um..." Rainbow muttered, muzzle just about pressed into the big red stallion's big red balls. "H-hey, Big Mac..." She glanced up at the stallion but did not pull her face back from his junk. "How's it going?"

Big Mac, trying his hardest not to get a hard-on, looked down at the pegasus between his legs and blushed. "H-howdy, Miss Dash..."

Discord's phantom voice continued explaining the scene. "Whatever hope the brave warrior had of escaping was soon dashed as Generic Applemare, a mare who worked with apples, jumped onto the bed and crawled on top of him."

Applejack snorted and stomped her hoof. "Hey now, I ain't generic! Plus, I ain't gonna be doin' anything with mah own-"

Another flash and she was gone, moved over onto the bed with her thighs straddling Big Mac's face.

Applejack gasped. "Whoa nelly! Discord! When I get mah hooves on you, I'm gonna... I'm gonna..." For some reason, the apple mare slumped over her brother's head and shivered. "Ohhh Mac..."

Unseen by anypony but Rainbow and unfelt by anypony but Applejack, the honorable Sir McBiggun of Castle Chadwick opened his lips and let his powerful tongue of justice stab into the heated folds pressed against his face. Applejack glanced down at him with wide, disbelieving eyes, only to see the knight had closed his own as he focused on eating her out.

"M-Mac... What... What're you..." Applejack moaned and placed a hoof on her brother's head, though she made no attempt at separating him from his impromptu meal. "Ohhh Mac... Not in front of the girls..."

McBiggun did not relent. He struck her hard and fast, never licking the same spot so as to keep the mare reeling from his onslaught. Every so often he'd score a critical roll, granting him a free strike against the bulbous clit that winked out against his nose and filled his lungs with the scent of a needy mare. Before long the succulent folds had fallen to his attack, bequeathing upon him a veritable treasure trove of rewards that he gulped down by the mouthful.

Rainbow, watching the proceedings from below, felt a large, solid mass boop her in the chin and glanced down to find Big Mac's cock, now almost fully unsheathed, resting against her chest. A deep moan from her apple-friend was all the convincing she needed to dig in and, with a blissful groan, Rainbow took the wide head of the stallion's cock into her mouth.

Sir McBiggun's eyes rolled to the back of his head as his cock finished hardening inside Prism's mouth. One mare was challenge enough, but he wasn't so sure that he could handle two at a time! The mare seemed to know all of his weak points, including that special spot on the underbelly of his shaft that sent uncontrollable shivers up his spine each time she lashed out at it with her tongue. She even had the presence of mind to fondle his balls with her hooves, rolling the weighty orbs around inside their plump sack like a master at her craft.

Twilight, absolutely floored as she watched the mass of ponies writhe on the bed, turned on Captain Wuzz with a panicked look in her eyes. "D-Discord! You can't just force my friends to... to..." She pointed towards Rainbow, who had begun shoving her face back and forth between Big Mac's legs with a series of obscene gargles. "THAT! I swear, if I-"

Discord's voice returned, now loud enough to drown out whatever bad things Twilight was promising to do to Discord when all of this was over. "Garbuckle, so focused on watching his companion on the bed, failed to notice a mare he had only ever dreamed of sneaking up behind him. It was the beautiful unicorn princess Shmarity, whom the heroes had saved from the tyranny of the Squizard and had now arraigned for this very personal reward for the three of them. The mare walked passed the stunned dragon and, tail held high to show off her greatest treasure, led him towards the other bed in the room, ready to give the wizard his due."

Spike's jaw came unhinged. Was he really going to get with Rarity? He smiled and closed his eyes, waiting for the draconequus to teleport him into his dream-mare's arms...

...

Nothing happened.

Spike grumbled and opened his eyes. "Aw, come on, Discord! Don't tease me like-"

A purple tail brushed his cheek.

"Well?" Rarity turned to look at him over her shoulder, tail rising just as Discord had said. "Don't keep your Princess waiting, Garbuckle... Come and get your reward..."

It took Spike a moment to respond, mind fried from the sight of the pristine pair of pony pussy lips he had only ever seen in his dreams. A quick flash of pink as her clit punched out into the air was more than enough to convince him, however, and with a big grin on his face and a growing erection between his legs the small dragon quickly made his way across the room to join the mare on the other bed.

Twilight couldn't believe it. "Rarity!? What in Celestia's name are you doing?"

Rarity smiled and flipped over onto her back, opening her legs to let the dragon make his way between them. "Oh come on, darling. We just got back from a big trip to Yak-Yakistan! I'd say we could use a little R&R..."

"Yeah!" Twilight turned and gasped as she saw Pinkie and Fluttershy in Discord's lap, each of them licking the draconequus mammoth shaft from tip to base. "Lighten up a little, Twi-Twi! It's all in good fun!"

She turned back towards Rarity as the unicorn moaned. "Oh, yes! Who knew Spikey-wikey had such a big cock!"

Spike groaned and slapped one set of gems on the mare's flank, hips a blur beneath him as he fucked Rarity with all his might. "That's Garbuckle to you, Schmarity..."

Twilight could only watch her assistant cram each of his draconic-dicks into the mare's stretched-out pussy for so long before she turned away in embarrassment. Of course, this put her right the crosshairs of Applejack riding her brother like a bucking-bronco as Rainbow crammed both his massive balls into her mouth, and when she tried to look away from that she got an eyeful of Fluttershy suckling on the tip of Discord's cock like a new-born foal. "Wh-what... What did you do to my friends, Discord!?"

Discord gave the Alicorn an evil-looking grin and beckoned her forward with a curl of his finger. "And then there was Twilight who, upon seeing Captain Wuzz's impressive sword, crawled up into his lap and impaled herself on his shaft, loving the feeling of being the Archer's personal fuck-toy more than anything else in the world..."

Twilight balked at the idea. "What!? No! I would never-"

With a loud crash the roof to the cavern caved in, revealing an absolutely ginormous die that, once settled, proudly displayed a glimmering number one at the top.

Discord let out an evil sounding chuckle. "Oh ho ho... Too bad, Twilight, looks like you don't get a choice..."

Twilight's eyes widened. "Wh-what? No, don't-"

One second there was a flash of light, and the next second she found herself speared on over a foot of draconequus dick. Discord's massive size felt like it should have torn her in two, but, instead, she somehow was able to cram his entire shaft into her pussy. Just barely, however, for as she looked down she saw a blatant bulge in her belly that was in the perfect shape of his cock. Both Pinkie and Fluttershy were licking the fur on her stomach, tracing their tongues around Discord's shaft even as it sat buried inside her body.

She looked up, eyes wide and mouth opened in a silent scream, to see Discord looking down at her with a wicked smile on his face. "From then on, Twilight would be Discord's cock-sock, pleasing her new master whenever he called upon her. Not even her friends could save her then, for they, too, had fallen to the heroes' power. The six of them would forever be their personal sluts, and none of them would ever complain as this was what they were meant for, this was what they wanted more than anything else in the world! This was what-"

"TWILIGHT!"

Twilight's head shot up from the table. "Huh!? Wh-what!?"

Rainbow smirked. "Jeez, Twi, have a nice dream? You got a little drool on your cheek!"

"Huh?" Twilight glanced around. Gone was the tavern bedroom, replaced instead by rows upon rows of seats within the Friendship Express. Gone was Garbuckle, McBiggun, and, most importantly, Captain Wuzz, replaced by the five mares she had just left Yak-yakistan with.

She glanced down.

Gone, too, was the massive draconequus shoved between her legs, splitting her in two. Instead, there was only a book on her table, opened with a small, wet spot of drool in its center.

With a loud screech, the train came to a shuddering stop in Ponyville station. The six mares departed, one much less energetic than the others, and, within no time at all, they found themselves in the shadows of the Castle of Friendship. Twilight had been muttering to herself the entire trip, repeating the mantra that "it had all been a dream" to keep herself calm. As soon as they reached the door, however, she began to panic, and when they went inside, walked into the Cutie Map room, and found Spike, Big Mac and Discord in the middle of a Ogres & Oubliettes battle turned real, she felt heart plummet into her stomach.

Twilight felt the onset of a panic attack settle in. "We should just close the door and let them finish..." She chuckled, mind shutting down. "Whatever this is..."

"No way!"

Rainbow stepped forward and grinned. "Did you see the size of Big Mac's sword?! I totally want in!"

Twilight shivered. Oh yes, she had definitely seen the size of his sword...

Episode 18 - Braeburn has Pinkie's Pie (and eats it, too!)

“And with another bouncing goal from Pinkie Pie, the score is tied!”

'Crap!' Braeburn was beginning to get a little nervous. Sure, he figured Team Ponyville would be a challenge, but now the game was all tied up! And with time running out…

‘C’mon, Brae…’ He shook his head and tried to drown out the cheering Ponyville-side of the crowd. ‘Ya can’t lose to them… Especially not… THEM!’

He glanced over at the other team. With the short break between goals, Team Ponyville had regrouped to talk about… something or other amongst themselves. Probably enhanced Buckball tactics or something. His eyes fell on his cousin, and from the way she was smiling he could tell she had something planned for the final, pivotal stretch of the game…

Which was strange, seeing as she wasn’t even playing! When he had challenged Applejack to a game of Buckball, he was expecting that she would be the one to go head to head with him each time the ball came into play. He also expected that Rainbow Dash, the only mare in Ponyville who could match his cousin’s athleticism, or so she claimed, would be the one whom he had to get the ball past in order to score a goal.

His eyes moved to the other two mares in the group. What he certainly hadn’t been expecting was to be facing off against the premier party pony of Ponyville and her extremely timid pegasus friend! Hay, even Applejack’s choice for a unicorn was a little odd, what with how the young colt kept staring off into space through most of the game. Team Ponyville seemed like a group of total amateurs!

Which made the thought of losing even more unbearable. Losing to Applejack was one thing, but losing to a trio of ponies who had more than likely started playing only a few days ago? He would never live it down!

A whistle blew, and as Team Ponyville broke up and returned to the field Braeburn realized that he had spent his entire break still on the field. ‘Ugh, c’mon Brae… We need to focus! This is it, the next team that scores wins the game!’

His eyes narrowed to slits as Pinkie Pie bounced into her spot opposite him, and as the referee lifted the ball into the air he crouched down like a predator ready to strike. ‘Alright, here we go… I’m not gonna let this… this…’ He straightened out a little. ‘What in the hay is she DOING?’

Pinkie Pie, as one normally does when at the line waiting for the ball to come into play, had flipped over onto her head and was using her mane to keep herself upright. “Ee-hee! I think it’s more fun this way!”

Braeburn gave her a weak smile. ‘Huh, well ain’t that just the cutest thing ah I ever did see… I- wait.’ He frowned as the ref tossed the ball into the air. ‘Ohhh no, I’m not gonna fall for-’

“And Pinkie wins the Buck-off!”

The announcer's words rang in his ears for a moment. One moment the ball was falling towards the earth, and in the next it was gone, launched through the air with an impressively powerful upside-down kick from the party mare. Braeburn watched with bated breath, eyes widening as it arced through the air in slow motion towards their goal. ‘Oh please oh please oh please, don’t let it go in!’

“But her shots rejected! Back to Braeburn...”

Luckily for him it didn’t, and as the ball rebounded back towards him he snapped around and gave it a good buck towards the opposite goal. ‘Yeah, there we go! That’s sure to go-’

“Whose kick's stopped by another Fluttershy save!”

Braeburn gasped as the ball was flung right towards his face. ‘Oh crap! It’s going to hit me right in the-’

And then he was saved by the last thing he expected; Pinkie Pie’s ass. The party mare, with amazing flexibility, shoved her hind-end straight up into the air and slammed the ball back up into the air just before it could hit Braeburn.

Time didn’t just slow for the stallion, it completely stopped. And not because Pinkie had probably just hit the winning goal, either. No, what had Braeburn stunned was nothing to do with the Buckball game at all.

There, just inches from the tip of his muzzle, was the plumpest, juiciest set of mare lips his eyes had ever had the grace of falling upon. With the mare’s hind-end right at head-level and her tail lifted up and out of the way, Pinkie’s bright-pink folds were on clear display between the fat cheeks of her bountiful ass. Just above it was a darker ring of flesh, one that puckered out like a pair of lips waiting for a kiss. Just beneath it was the pert peaks of her teats, two little pink bags that jiggled around between her legs from the force of the impact. But it was those lips in the middle that Braeburn couldn’t keep his eyes off of, and as he leaned in towards them he swore he saw a flash of even pinker flesh hidden between them.

In fact, even after Pinkie had pulled her hind-end away from his face and the ball, once again stopped by the pegasus on his team, ricocheted off his head and soared towards the other team's goal, all he could think about was what he had just seen. He didn’t even flinch as, when Fluttershy stopped his shot-but-not-really-a-shot and passed it to Pinkie, the party mare slammed the ball right passed him and ended the game.

‘Damn…’ Braeburn thought as the Ponyville side of the crowd erupted in applause. ‘That’s a nice piece of pie…’

Braeburn sighed as he watched the mares of Team Ponyville embrace in a post-victory hug. ‘Dang… Ah can’t believe I lost…’ He started walking towards the arena’s exit, kicking a stone as he went. ‘And all because of… well…’

He glanced over his shoulder at the pink mare. ‘Celestia above, they were so plump and juicy looking… I can just image what those fat mare lips would feel like wrapped around the base of my-’ He quickly shook his head to banish the thought and resumed his gloomy walk towards the exit. ‘Sweet hay-feathers, look at me! Acting like a colt that just found out about sex in the middle of heat season! It was just a little peek at her privates! Totally accidental! It’s not like she’d want to-’

“Heya Braeburn!”

While he would never admit to it, Braeburn let out quite the filly-ish squeal as the mare he was just thinking about magically appeared behind him. “Whoa! Wha-” He spun around to see both Pinkie Pie and Fluttershy standing there, one smiling and one looking a little bit worried at his frightened reaction. “Jeez, Pinkie! Ya’ll scared me half to death!”

Pinkie Pie gasped hard enough to leave the ground. “Oh no! You’re half-dead?” She fell back down to Equestria, though not before floating in mid-air for a moment. “Are you, like, a zombie or something? Fluttershy, look out!” She jumped in front of her pegasus friend as if shielding her from an oncoming projectile. “Braeburn’s a zombie!”

Braeburn, wincing, looked over at a small group of ponies still hanging around the arena and blushed as he saw the questioning looks on their faces. “Uh, heh heh… No, Pinkie, I ain’t a zombie. It’s just a sayin’…”

“Oooooohhhh…” Pinkie continued to stare at him for a moment. “You sure? That kinda sounds like something a zombie would say…”

Braeburn shook his head and chuckled. “Nah, I ain’t a zombie, Pinkie. Ya’ll didn’t beat me THAT bad… Just bruised my ego, that’s all.”

“Oh no!” Pinkie turned around to face Fluttershy. “A bruised ego? Is that bad? Should I go get a band-aid or something? Do I-” The hyperactive mare continued to blabber on and on and on, and Fluttershy was far too meek to speak up and interrupt her friend mid-speech.

With the mare facing the other way, however, Braeburn once again found himself with a faceful of the pink pony’s bubbly ass and, whenever her poofy tail would swing to the side, the even pinker folds of flesh nestled between them. ‘Sweet apple orchards above, that mare’s got one nice plot!’ Pinkie jumped in place, forcing Braeburn to bite his bottom lip to hold in a moan as her hind-end jiggled around like strawberry gelatin. ‘Oh yeah, bounce ‘em up and down for me…” His stallionhood began to stir, poking out from the warm confines of his sheath into the hot, Appleloosan air. ‘I bet I could make ‘em bounce REAL nice…’

“Um… Braeburn?” Braeburn’s stomach matched Pinkie Pie’s leap with one of its own as he looked up and saw Fluttershy staring right at him. “Are you sure you’re okay? I mean, I don’t want to pry, but…” Her eyes fell below his chest and, for some reason, she backed away with her face hidden behind her mane. “O-oh my…”

“Huh?” Braeburn glanced beneath himself as well, only to be greeted by a certain long, brown stallionhood that he was quite familiar with. “Oh! Oh, my!”

Pinkie turned, still going on and on about ways to physically patch up a broken ego, and gasped as she saw what everypony else was looking at. “Oh! Look, Fluttershy! Little Brae-Brae came out to play!”

Braeburn sat down and, when crossing his legs only further accentuated his erection, brought both forehooves down to cover himself up. “Hey! He ain’t little!” He shook his head and blushed. “And don’t look at it! This is embarrassin’ enough as-is!”

Fluttershy, still looking away, was now blushing so vibrantly that it was visible right through the silken hairs of her mane. “Um, i-its okay if you get th-that sort of thing from losing… I-I’m sure p-plenty of others have that sort of, uh... You know…”

“What?” Braeburn was starting to get flustered. Why couldn’t he get it to go down?! “Nah, I don’t- ugh!” He stood up and pressed his hind legs together. “Ah’m real sorry about this, I don’t usually get… you-know-what's out in public like this...” He sighed and turned towards Pinkie. “I don’t mean to sound like a creep, but when we were playin’ Buckball I happened to catch sight of your, uh… mare-bits.” He took a step back as if expected the mare to take a swing at him. “I didn’t mean to! You kinda hit the ball with yah hind-end and, well… there it was! Let’s just forget about all this and go our separate ways, alright?”

Pinkie Pie frowned and tapped her chin in thought. “So what you're saying is that when I used my ball butt-bump special you wound up getting a peeky-peek at my fun hole and now little-but-not-that-little Brae-Brae wants to come out and play, too?”

Braeburn looked at her like she had grown a second head. “Uh… Maybe?”

Pinkie nodded her head, wisely. “Okay. Well then, let’s do this.”

The cowpony’s head tilted to the side. “Do what?”

Pinkie Pie giggle-snorted. “C’mon, silly. This is a clopshot! We’re obviously gonna end up fucking at some point!”

Braeburn’s eyes widened as the mare turned around and hiked her tail up and out of the way. “W-whoa nelly! You can’t just…” He paused, eyes trained on the pert pony pussy proudly displayed before him.

Pinkie’s clit winked.

“O-okay, I’ve made up my mind…” Braeburn licked his lips as his stallionhood re-erected between his legs. “But not out here! We need someplace a little more... private.”

Fluttershy, who had still not moved since seeing Little Brae, pointed towards the exit to the arena. “I-I’m sure that nopony’s out around back…”

“Uh…” Braeburn rubbed the back of his head. “Thanks? Guess I’ll try to make this quick…”

Pinkie shook her head. “Ohhh no, you’re not getting off the hook that easily, mister!” She turned towards Fluttershy. “And neither are you, missy! C’mon, let's go!” With a startled “Whoa!” from the stallion and a meek “Eep!” from the mare, Pinkie Pie grabbed both Braeburn and Fluttershy and dragged them towards the exit.

Braeburn gulped down the lump that had formed in his throat. ‘What have I gotten myself into?’

“Oh, fuck! Braeburn! Fuck me harder!”

Braeburn snorted and slammed another hoof into the butterflies lining the pegasus’s flank. He pulled his hips back, dragging the soaked length of his shaft from the meek mare’s depths until only the tip remained inside her superheated passage. Then he pushed forward, splitting her apart to the tune of a shrieking moan that caused his cock to flex inside her clenching tunnel and his balls to tingle as they worked on churning up more of his seed.

He glanced up at the one thing that had brought him to this point. With Fluttershy’s rear-end up in the air and her front-end down in the dirt, Pinkie had seen fit to stand over her friend’s head with her ass up in the air, almost in the same headstand position she had used in the game before. This put her pouting pussy lips right at head-level when Braeburn leaned his stomach against Fluttershy’s back, and whenever the party mare wanted to she could push her hips back to shove her pussy right into his face.

Which, as Braeburn bottomed out inside of the suddenly vocal pegasus beneath him, was exactly what she did.

Braeburn moaned into the fat mare-folds pressed against his lips, sending pleasant vibrations through Pinkie's passage that caused the mare’s bulbous clit to punch out against his chin in a weak display of defiance. The cowpony would not be denied, however, and with now well-practiced ease he rolled his tongue past her leaking mons into the superheated depths of her pussy to get another taste of her pie.

'Celestia, what a day this has been...', mused Braeburn as he ate the party mare out, 'One second I'm losing the Buckball game for my town, and the next I'm getting with two mares underneath the bleachers!

Fluttershy moaned beneath him. "Oh! Mmph, come on you... you... you loser! Is that all you got? Ah!" Braeburn's hips suddenly crashed into her ass, sending his plush, pendulous balls, hanging low in their brown, leathery sac from the Appleloosan heat, careening into the base of her marehood. "You can fuck me harder than that!"

Braeburn rolled his eyes and delivered another smack to the mare's flank, mouth never separating from the delicious treat between Pinkie Pie's legs. 'Hay, one second she can barely speak and the next she's calling me names! What a strange day!' He thrust again, this time copying his hips with his tongue to the tune of matching moans from each of the mares. 'Not that ah'm complainin', of course...'

Time had been forgotten as soon as the three of them had entered that small alcove underneath the bleachers. Braeburn had no idea how long they had been going at it, and the desert heat, made only worse with two smoking hot mares pressed up against him, was beginning to take its toll. Large beads of sweat rolled down his forehead and back, dripping down over the curve of his balls or the muscles lining his stomach to drop to the sand below. A large wet spot had already formed between his legs, mostly from the constant stream of juices flowing from Fluttershy's clenching cunt, and he could only imagine the mess they would make upon reaching their respective climaxes.

Of course, with how hard the pegasus's passage was clenching down on him, that didn't seem to be too far away.

With a wet smack and a refreshed "Ahh!", Braeburn pulled his lips away from Pinkie's marehood to focus on finishing off his fine, feathered friend below. He grinned as Pinkie pouted at him with two pairs of lips, and after giving a sharp tug to Fluttershy's tail to drive a squeal from her lungs he waved the party mare over with his other hoof. "Alright, Pinks, get over here! Little Brae Brae is just about ready to come out and play!"

"Is he!?" Pinkie grinned and, with a single hop in which she turned a full three-hundred and sixty degrees, landed next to Fluttershy with her ass still up in the air. "Ohh, I can't wait for him to play with me! It certainly seems like Fluttershy enjoyed his visit!"

The pegasus beside her responded with her loudest moan yet, and as Braeburn wrapped both his hooves around her waist to help pummel her into the ground her voice began growing in pitch. "Oh! Oh, my! Ohhh, fuck! I'm... I'm cumming! I'm cumming all over Little Brae Brae!"

Braeburn, with one last, full-length thrust, held himself hilted inside the pegasus's clenching passage and shook his head as she continued shouting unintelligible obscenities. 'Man, these Ponyville mares are CRAZY!' Gritting his teeth to hold his own orgasm at bay as Fluttershy's body spasmed around his cock, Braeburn held himself as still as possible as warm gushes of mare-cum splattered across his balls. 'But DAMN, is it a good kind of crazy!'

Eventually Fluttershy's climax came to its shuddering conclusion, leaving the pegasus panting on the cum-soaked ground with her wings twitching on her back. With a grunt from him and a gasp from her, Braeburn pulled his wet cock from her used passage with a slick popping sound, and without the hardened rod to hold her up Fluttershy toppled over onto her side.

"Whew!" Braeburn gave his shaft a pair of hoof-pumps in congratulations for a job well done. "One down, one to go I guess! Heh, THIS certainly helps that bruised ego..."

Pinkie Pie smiled and waved her tail at him. "Thank Celestia! Now hurry up and bring Little Brae Brae over..." She reached behind herself with both hooves and pried apart the supple cheeks of her ass, revealing the leaking lips of her marehood to the world. "I got a piece of pie I'd like him to try!"

Braeburn licked his lips. "Oh, I'm sure he's gonna enjoy it, Miss Pinkie!" He walked behind her and quickly reared up onto her back, lining up the blunted head of his cock with the puffy folds of her marehood. "Get ready, because here... he-"

"Braeburn!"

With a startled yelp, Braeburn fell off Pinkie's back and landed on the ground with a pained grunt. He quickly recovered, however, because the voice that had just spoken could only belong to one mare.

"Braeburn, what in Celestia's name do you think you're doin'!?" Applejack lifted a hoof up to shield her eyes from the sight of her cousin's cum leaking from Fluttershy's battered lips. "Ya can't just fuck my friends out in the open! What if some foals stumbled up on yah?"

"Uh..." Braeburn looked towards Pinkie, who had spun around and was now meekly rubbing her foreleg. "Well, I mean, we thought most everypony had left already, and-"

"Well, you thought wrong!" Applejack sighed and, not looking in their direction, waved them away with a hoof. "Just... Just go ahead and take yah business elsewhere!"

Braeburn meekly shuffled his hoof around in the dirt. "Sorry, cuz... I won't let it happen- Pinkie?" Braeburn watched, stunned as the pink mare walked up to Applejack with clear intentions in her eyes. "Pinkie, what are you-"

Braeburn's eyes widened. Without warning, Pinkie Pie had wrapped a hoof around Applejack's shoulders and pulled her into a kiss, all while leaving that same pair of bright pink lips that had gotten him into this mess to begin with on full display. Applejack seemed just as surprised as he was, and after a second or two of staying lip-locked with her friend she pushed the party mare away.

"P-Pinkie!? What... What in the hay was that!?"

Pinkie Pie wiped her lips and grinned. "Getting you in on the action, of course! Now, get that apple butt of yours over there and wait for Braeburn to finish his pie!"

Applejack reared back. "Apple butt? Pie? Pinkie, what in Celestia's name are you going on about?" She turned to look at Braeburn and blushed as she saw his slickened shaft glistening in the desert sun. "And I ain't gonna just join in, Pinkie... He's my cousin!"

With a noticeable strut to her steps, Pinkie Pie turned and sultrily made her way back over to Braeburn. "So?" She stopped and shoved her ass up into the air, proudly displaying the leaking lips of her pussy to anypony who wanted to see it. "It's all in good fun! Plus, you know what I'd do in a situation like this?"

Applejack blushed and turned away. "Wh-what's that, Pinks?"

Pinkie Pie smiled, confidently. "Not think about it."

It took a moment, but soon the dawning of realization came over Applejack's face. And as the mare, his cousin, turned towards him with a lustful glint in her eyes Braeburn felt Little Brae Brae throb between his legs.

Losing had never felt so good!

Episode 19 - Gabby's Helping Claw

It was another beautiful day in Equestria. The sun was shining, the birds were chirping, and ponies were out and about to drink in the warm, summer air. If somepony had decided to walk down the road leading out of town through Sweet Apple Acres, however, they’d come across a rather... strange sight.

There, in the middle of the road, was a stallion tied to a cart full of seemingly useless stuff. Most of the muscles in his body were tensed up as he tried to drag his goods from a puddle of muck he had the misfortune of running over on his way out of town, the beads of sweat running down his forehead a testament to how long he had been struggling with this predicament. This in itself wouldn’t normally be that strange; with most of the roads in Ponyville being made up of dirt, there was always the chance that some would be wet enough to trap a cart or two. What was strange, however, was that there was a griffon of all things pushing on the back of the cart in a vain attempt to help the stallion out.

Gabby frowned as her arms gave out, forcing her to back away and take a break. Man, things were just not going her way today! “Okay, well that didn’t work. Hmm…” Her head tilted in thought as the stallion she had come to know as Time Turner took a breather. “Maybe if I just push on you while you try to pull, the cart will just come loose!”

Time Turner sighed and wiped away the beads of sweat from his forehead. “Well, I guess it’s worth a shot!” The stallion turned around and planted his hind legs against the ground, ready to push off the moment Gabby gave the command. “On the count of three?”

Gabby nodded and walked between him and the cart, the stallion’s tail tickling her nose as it nonchalantly waved back and forth. “Mhmm…” Carefully placing her claws on the stallion’s hind end, the griffon braced herself against the cart and got ready to push. “Alright, let’s do this! One…”

Time Turner’s legs tensed up, both in preparation to push and from the fact that the griffon’s claws were quite close to his unmentionables.

“Two…”

A blush crossed his cheeks as he felt her claws squeeze his rump, and he couldn’t help but imagine what it would feel like if those strong yet gentle digits were wrapped around his-

“Three!”

Gabby pressed all her weight against his backend in an effort to nudge him forward, and after taking a moment to shake away the lingering thoughts from his daydream Time Turner pushed with his back legs to try and do the same. Several seconds went by with nothing to show for it but the sweat on their brows, but just as Time Turner began to think it wasn’t going to work he felt the cart began to shift. “Gabby, I think it’s working! C’mon, puuush!”

Beak clenched shut, Gabby gave out a strenuous grunt and pushed her shoulder up against him. “Rrrgggghhh! Come on, we’re so close! Just a little bit-”

The cart suddenly lurched forward, and while this would normally be cause for celebration what happened after it unexpectedly moved made them forget about the cart entirely. The sudden change of weight on Time Tuner’s back had caused the stallion to lose his balance, sending him toppling over headfirst into the dirt with his hind end jutting out into the air. A hind end that, just as Gabby started to use her head to try and push him forward, became an emergency cushion that stopped her from suffering the same fate as him.

Of course, rather than getting a face full of dirt, Gabby now found herself with a face-full of stallion-junk. The heat of the day and the extraneous work of trying to get his cart out of the mud had caused Turner’s balls to droop low inside their sack, resulting in the griffon wearing a rather peculiar pair of glasses as they draped over her eyes. Even without her sight, though, she had no problem identifying the warm, heavy tube lying against the curve of her beak.

Time Turner’s half-erect, and still growing, cock.

It took a moment for Time Turner to recover from his sudden face-plant into the ground, but as soon as he felt the griffon’s soft feathers brush across his balls he shot up and started unfastening the straps around his midsection. “Oh my! I’m so sorry Miss Gabby!” With a metal clink the saddle came undone, and as the blushing stallion whirled around it fell to the ground with a wet splat. “You were back there and I… And I was going to warn you… But then I-”

“Actually, uh…” Gabby blushed and averted her eyes. “I don’t mind. In fact, I was wondering if, uh…” She rubbed the back of her head. “Maybe I could help you with that?”

Time Turner took a step back. “Wh-what!? What do you… what do you mean?”

Gabby began nervously tapping her claws together. “Well, it’s just that…” She sighed and turned towards the stallion, eyes going underneath his body for a moment before darting up back to his own. “Ever since I saw some ponies helping out in Griffonstone, I’ve always wondered what it would be like to come to a pony town and do the same.” She chuckled and pointed between his legs. “Plus, I’ve always heard that ponies have really big dicks, so I’ve always kind of wondered what it would be like if I… you know…”

Time Turner’s eyes widened, shocked at her confession. “Y-you want to… With me?”

Gabby smiled. “Sure! Come on, it’ll be fun! I’m sure you don’t want to pull this cart along with a stiffy between your legs!” She glanced over towards the side of the road and waved him towards an old log. “There! That’ll make things easier for both of us! Oooh, I can’t believe it! I’m about to have sex with a real pony! This is going to be AMAZING!”

“Are you sure that you-” Gabby launched herself into the air before Tuner could finish his sentence, and he sighed as he watched her do a hooful of happy twirls in the air. “Well, I guess it would be kind of awkward walking into town with a-AAAAHHH!”

A single beat of the griffon’s mighty wings was the only warning he got before Gabby swooped down from behind and hefted him into the air with ease. His rare experience at flight was short-lived, however, because as soon as Gabby had brought him over to the log she dumped him into a seated position against it. “Oof! Sweet hayfeathers, Miss Gabby, you almost gave me a- WHOA THERE!”

“Hmm?” Gabby glanced up, eyes full of wonder and claws full of cock as she felt up Turner’s junk. “Something the matter?”

Time Turner couldn’t believe it. Not that Gabby had so suddenly yet so openly grabbed his cock, which in itself was kind of surprising, but that it felt absolutely friggin’ amazing! He had gotten hoofjobs before and, sure, they were pretty great, but the feeling of those claws wrapped around his shaft was something else entirely.

Time Turner gasped as Gabby gave his cock a teasing pump, the meaty length quickly escaping from the confines of his sheath. “Ah! Um, no… That’s fine…”

Gabby smiled. “Good, good... “ She brought her other claw up and lightly pushed Turner back, causing the stallion to lean back into the log with his legs spread eagle. “Now, just relax and let me help you with this…”

Gabby began slowly running her claw up and down Time Turner’s now fully erect shaft, rubbing the throbbing rod from tip to base in such a way that drew a gasp from the stallion’s lungs with each pump. She’d switch it up every so often to keep things interesting, pausing at the base to give it a squeeze or stopping at the head to grind her palm against the sensitive tip.

Before long a veritable river of pre had begun to leak out against her claw, and after making a quick pass to spread the slick fluid across Turner’s shaft Gabby pulled her claw away and smiled at the dazed look on the stallion’s face. “So, how was that?”

It took Time Turner a moment to respond. “G-good…” He licked his lips. “Really good... “

Gabby nodded. “Good! Now…” The griffon lowered her head between his legs, claw moving back to the base of his shaft to aim the meaty club towards her face. “Let’s try this…”

Time Turner’s eyes widened as he watched the predator between his legs open her beak. “Uh, are you sure that that’s going to work? I mean, it might be hard for you to-”

The stallion’s breath caught in his throat as Gabby, in true Gabby fashion, didn’t listen to a word he was saying and engulfed the top half of his cock into her maw. “Oh! Gabby!”

Gabby smiled, or, at least, as much of a smile she could make with half a foot of cock shoved between her beak. Knowing that the sharp bone wouldn’t have felt very good against the hardened length of his shaft, Gabby had opened her beak as wide as it could go and had simply crammed as much of his stallion down her throat as possible. She brought a claw down to rub whatever was left out in the open, and with her other claw she picked up the weighty orbs of his balls and began massaging them within their sagging sack.

“Oh wow…” Time Turner sighed and made himself more comfortable against the log. “That feels amazing…”

Gabby pulled her claw away from the base of his shaft to give him a big thumbs up and then, closing her eyes in concentration, began to shove herself down into his lap. Inch after inch of his dick was jammed down the griffon’s throat, forming an obscene bulge in the soft feathers lining her neck that twitched to the beat of Time Turner’s heart.

Gabby could only make it about three-quarters down the stallion’s sizable length before she had to pull back for air, releasing the now spit-slickened shaft into the air with a wet pop and a refreshed “Ahhh!”. Her claws never ceased moving between his legs, one pumping his cock to keep the never-ending streams of pre flowing from the tip as the other molested the fat orbs beneath it.

“Heh, wow!” Gabby smirked as she felt his dick flex against her claw. “You ponies really are big!”

Time Turner gasped as she wrapped her claws around the very top of his sack and gave the fat orbs it contained a soft tug. “Th-thanks… You’re not too bad yourself!”

Gabby chuckled. “Ha! Trust me, pony boy, you ain’t seen nothing yet!”

Time Turner’s outstretched legs tensed up on either side of the griffon as she took the tip of his cock between the sharp edges of her beak, lightly enough to not break the skin but plenty hard enough to let him feel it. A quick surge of adrenaline raced into his heart as his natural fight or flight response kicked in and told him to get the hay out of there before the meat-eater between his legs ate his meat, but he settled back down as soon as he felt the half-eagle, half-lion’s tongue start to lash out at the sensitive head of his stallionhood.

Gabby moaned as her tongue danced around the small hole at the tip of his cock, lathering her tastebuds with the salty sweet taste of the stallion’s seed. She couldn’t believe how amazing pony cock was! The size, the warmth, the taste… Hay, maybe she could get a cutie mark in servicing stallions!

‘Heh, wouldn’t that be something?’ Gabby thought as she continued licking the stallion’s flare like a lollipop. ‘Guess it would make sense, though… It feels like that’s the only thing I didn’t try today!’

Gabby closed her eyes as she focused on giving Time Turner the blowjob of his life. With one last teasing jostle of his large balls, the griffon brought both claws up to the parts of his cock still out in the open and began rigorously jerking him off. The flare in her beak swelled in thanks at the gesture, and as she continued lathering it with fresh layers of spit it continued to reward her with more of his succulent pre.

Time Turner, legs shaking and breaths coming in exhausted heaves, glanced down at Gabby and stroked her on the cheek with a hoof. “Gabby… I’m close…”

Gabby’s eyes widened, and with a final, wet slurp she pulled away from his stallionhood and grinned. “Really? Oh wow, I can’t wait! My first stallion climax!” Her claws picked up the pace on their own, becoming a blur between Time Turner’s legs as he felt his balls pull up towards his body. “I hear you guys can cum, like, bucketloads and stuff! It must be such a sensation, being filled up by that much-”

Time Turner exploded.

Not in the literal sense, of course, but he did fire off an impressive opening salvo of semen straight into the griffon’s open mouth. Gabby would have been impressed by his accuracy if she didn’t suddenly find a mouthful of salty-sweet stallion cream blasting the back of her throat, but instead she had to quickly get out of the way of the sudden cock-turned-cannon between his legs to cough.

Gabby coughed into her claw a few times to clear her airways, and she began chuckling as she realized what had happened. “Heh, look it me, talking up a storm just as you’re about to climax and- oh!” She jumped as she felt a gooey strand of seed land on her claw. “Oh, jeez! That really is a lot! Here, let me help you with that!”

Time Turner wasn’t in much of a position to argue, not with his eyes and teeth clenched shut as he rode out the most powerful orgasm of his life. It felt like his balls had been brewing up this batch of seed for weeks, resulting in thick strands of the stuff arcing through the air like little white pegasi launching off the tip of his cock that splattered onto the ground in front of him.

At least, that’s where they would’ve landed if not for a certain griffon getting in the way.

Gabby, studying the timing between the pulses of his cock and the trajectory of its white payload arcing through the air, jumped in front of Time Turner’s stallionhood and opened her beak just in time for the next blast to fire straight into her mouth. She didn’t have the time to swallow before another landed on her tongue, so, instead, she settled for just having her maw become a temporary bowl for the stallion to dump his load into for the next several seconds.

Time Turner’s climax began to die down just as the basin of her mouth began to overflow, resulting in strands of white dripping down the sides of the griffon’s beak as the stallion’s seed started trickling down the sides of his shaft. With an audible gulp she swallowed the thick cream filling her mouth to the brim, and with a refreshed gasp she reopened her beak to show off its clean state.

“Ah!” Gabby smacked her beak together. “Well, that was refreshing! How was it for you?”

Time Turner, eyes closed and tongue lolling out of his mouth, could only muster a weak “Uhhh…” in reply.

Gabby chuckled. “I’ll take that as a ‘good’, then.” She stood up and arched her back, moaning as she got a couple cracks in response. “Mmph… Well, that was fun! Guess I’ll have to give you a moment to catch your breath before we try moving your cart again, huh?” She turned towards Time Turner and smiled. “I must say, the rumours about you ponies were true! I’ll have to stop by more often and… wait…”

Her eyes widened. There, between Time Turner’s legs, was his cock. This normally wouldn’t have been that astounding, what with her just getting to know it better less than a minute ago. What was astounding, however, was the fact that the dark brown length hadn’t softened in the slightest since dumping its load into her mouth. In fact, it almost looked harder than it did before!

“Wha… how?” Gabby sat back down and brought her head right up to his stallionhood. “You just climaxed! How are you still hard? Is this something ponies do, too? Can you guys go multiple times in a row? Wow, that must be incredible! It’s like you can just-”

“GABBY!”

The griffon yelped from the sudden outburst. “Wh-what!?”

Time Turner sat up, cock swaying between his legs as he stood, and with a smirk on his lips and a burning lust in his eyes he nodded towards a soft-looking patch of grass to his left. “Get over there and lay on your back. We aren’t done.”

Gabby’s eyes widened. “But what about-”

The stallion chuckled. ”The cart can wait.”

Gabby stared at him for a moment, completely awestruck and, if she was being honest with herself, really, really horny. Then, with a sudden whoop, the griffon launched into the air with a mighty beat of her wings and did a series of joyful loops above the pony. “Yes! I’m going to get fucked by a stallion! Woo-hoo! Yeah! Awesome!”

Time Turner rolled his eyes and smiled. ‘That griffon never runs out of energy, does she?’

Gabby would eventually return back to Equestria, and when she did she swooped down and immediately flipped over onto her back. “Well? Come on, let’s do this!”

Time Turner chuckled. “Okay okay, I’m coming…”

Gabby tucked her forelegs against her chest like a cat and spread her hindlegs like a mare in heat, showing off the tight-looking lips of her pussy. “Oh, trust me. You’ll be cumming soon enough…”

The stallion shook his head at her pun. “That was terrible, Gabby… But, if you say so…”

Walking between the griffon’s legs, Time Turner took a moment to look over Gabby’s body. The griffon was small for her race’s standards, but compared to a pony she was still slightly bigger. From the neck down she was covered in short, greyish fur that, as he teasingly ran a hoof down her side, was as soft as the finest silk. Little pinkish nubs ran down her belly in two columns, and as his hoofed moved over one of them the griffon gasped and quivered against the ground. From the neck up her eagle side took over, covering her neck and head with lighter feathers that shone in the morning light. All in all the griffon was quite the looker for her species and, pony or not, Time Turner’s cock was more than happy to serve.

“I must say, Miss Gabby, you are one fine looking griffon.”

Gabby blushed and shooed him away with a claw. “Aww, you’re just saying that…” She smirked, and just as Time Turner took another step forward to line the tip of his turgid dick with the gates to her sopping wet pussy she playfully ran the tip of her tail across his balls. “Though, you aren’t so bad looking yourself, Mr. Turner.”

“Thanks…” The stallion glanced down and pressed the wide tip of his flare against her smaller looking lips. “Are you sure I’m going to fit? You look a little… tight.”

“Pff, please!” The griffon smirked and again rubbed the fine hairs of her tail across his sack. “I’m a griffon! I’m sure I can take whatever you-”

Time Turner smirked at the griffon’s bravado. ‘Well, if she’s THAT confident…’

With a single shove of his hips Time Turner sunk the entirety of his thick, throbbing pride into the griffon’s warm, quivering depths, and while it was a little tight at first as soon as his flare rammed past the outer lips of her passage her folds began to mold around him. By the time his balls tapped against the well-rounded cheeks of her ass, the foreign pussy had all but accepted him with open arms.

Gabby, however, had not taken the penetration as gracefully as her pussy. The griffon’s eyes were wide as she stared off into the sky, mouth open in a silent scream as she felt the stallion on top of her cram his larger than normal cock into her body. There was no pain, but the amounts of pure pleasure wracking her body was too much for her mind to comprehend!

“Miss Gabby?” Time Turner winced at the look on the griffon’s face. “I’m so sorry, I shouldn’t have-”

Suddenly, the griffon came back to life with a furious screech. Startled, Time Turner began to lift himself away from the writhing female beneath him, but before he could pull his cock away the griffon had opened her beak and lunged at his neck.

Time Turner closed his eyes as the cold fear of death raced up his spine. ‘Oh my Celestia, I’m going to die! And with a boner, too! Boy, I hope that… Wait, why am I not dead yet?’ He opened his eyes. All he could see was the top of the griffon’s head, and while he was sure he had seen her lunge for his throat he couldn’t feel her beak against his skin. In fact, the only thing he could feel on his neck was something warm and wet dragging across his fur.

And then he heard something underneath him lightly humming.

‘What in the hay…?’

His eyes widened as he put the pieces together. Gabby hadn’t gone to bite at his neck! In fact, the griffon was now lovingly licking at it as she purred her pleasure underneath him. And, as the adrenaline from his not-so near-death experience burned away, she had begun gyrating her hips against his, stirring his cock around her velveteen insides in the most pleasant way imaginable.

Time Turner brought a hoof around and rubbed the back of Gabby’s head, ruffling the griffon’s plumage as she continued purring against his neck. “Ohhh… You like that, Gabby? You want some more?”

Gabby didn’t say a word, but a simple shoving of her hips up against his was more than enough consent in his book.

He smiled. “Okay, here it comes…”

Gabby’s purring intensified as Time Turner pulled his cock from her depths, the entire length now dripping with enough of her excitement that it glistened in the afternoon sun. He paused with only the tip left inside her honeypot before pushing his hips back into hers, filling the forest around them with the sound of pony thighs meeting griffon hips.

“Wow…” Time Turner shivered as the griffon’s folds squeezed around his cock when he pulled his hips back. “You feel amazing, Miss Gabby…”

Gabby continued to lick at his neck, nothing but purrs coming from her mouth as the stallion slammed himself back to the hilt. She did, however, bring her claws up around his body and began to lightly rake them across his back.

While it wasn’t hard enough to draw blood it was more than enough for him to feel it, and the plethora of sensations assaulting his mind caused his legs to give out underneath him. With a muffled “oof!” he fell face first into her soft plumage, cock still buried inside her clenching snatch.

“Oops!” Time Turner chuckled and sheepishly rubbed the back of his head. “Sorry! Let me just-”

The claws on his back squeezed harder against his fur. “No!” Gabby blushed and looked away. “Um, I mean… Do me like this… Please…”

Time Turner smiled. “Okay…”

Gabby’s head arched back as Time Turner resumed his thrusting motions between her legs, whispered coos and caws passing through her mouth as her claws roamed over his back. The slap slap slap of his balls hitting her ass became the metronome to their love making, one that picked up the pace each time he bottomed out inside of her. Before long she felt the telltale signs of the end, and after leaning in to nip at his ears she whispered a heated, “I”m close…”

Time Turner gasped, the griffon’s words sending a shockwave of bliss that rattled down his spine straight into his cock, which flexed inside the warm confines of the griffon’s pussy. His hips became a blur underneath him as he nuzzled his chin against her chest, loving how the soft plumage felt against his face. “Ohhh, Gabby… I’m… I’m…!”

The sudden feeling of the griffon’s tail brushing past the back of his balls was enough to send him over the edge, vision fading to white as the cum-laden orbs pulled up towards his body and unleashed their creamy load. His cock, trapped in the hot, wet confines of Gabby’s pussy, began to uncontrollably flex and throb as it delivered his seed straight into her womb. Within moments the griffon’s tight passage had become overfilled with the stuff, and both creatures moaned as some began leaking out against their ass and balls.

Time Turner sighed as he came down from the high of climax, eyes closing and head falling to the side as he seriously considered taking a quick nap atop the female griffon. Her feathers were so soft and her body was so warm… Easily the best kind of bed a stallion who’d just had the orgasm of his life could ask for!

But, realizing they were out in public, Time Turner cast aside the temptation and picked himself up from Gabby’s chest. Both pony and griffon moaned as the cum-covered cudgel of his cock came loose from her clenching cunt, and as Time Turner glanced between her legs and saw the absolute devastation he had wrought he couldn’t help but smile. “So, how was that?”

Gabby smiled and gave him a big thumbs up.

Grunting and groaning with beads of sweat dripping off their foreheads, Gabby and Time Turner continued to rock back and forth even if their muscles screamed at them to stop.

Time Turner gasped at a particularly hard thrust. “I… I think I’m close…”

Gabby, panting in exhaustion, nodded her head. “Yeah… Just a little bit more…”

Another push, this one harder than any that had come before it, but still the cart would not budge from its spot in the muck.

With a frustrated groan, Gabby took a step back and glared at the cart as if it had insulted her. “Dang, that thing’s really stuck in there, isn’t it!”

Time Turner glanced back at her. “Yeah… I guess so…”

Gabby wiped the sweat from her brow and took a couple of heaving breaths to calm the rapid beating of her heart. “Okay, well… Let’s try again I guess…” She leaned in, shoulder against the cart, and as Time Turner began to pull-

She heard a call from the last voice she thought she’d ever hear. “Gabby! Hold up!”

Gabby looked up. There, running down the road, was the Cutie Mark Crusaders. “Ummm...“ She felt a warm drop of stallion seed run down her thigh. “Sorry, no time to chat! I just stopped to help this pony… uh…” She glanced at Time Turner and blushed. “Um… get out of the muck and then I really got to fly! Okay?”

On the outside, Gabby leaned in and starting pushing the cart in a final attempt to break it free. Internally, however, she was starting to freak out. ‘Oh no! Please don’t let them notice please don’t let them notice! Gosh, what will they think of me if they notice the mess between my legs? They’ll probably-’

And then, after all their previous attempts, Time Turner’s cart finally came free from the puddle of mud. Gabby, not expecting the sudden movement, was unable to keep herself from falling face first into the mud. The dirt was the least of her problems, however, for while her head fell to the ground her hindend did not, leaving her with her ass up in the air and her well-fucked pussy lips on full display for the three fillies behind her.

‘Oh no oh no oh no! Now they’ll never want to see me again! Hay, they’ll probably never let me step foot in Ponyville-’

“Oh wow, Gabby, look!”

Gabby, on the verge of tears, glanced back at Applebloom and sighed. “Yes, I know, you never want to see me-”

Sweetie Belle jumped in place. “Wow, you got your cutie mark!”

Gabby sighed, again. “No, that cauldron is just painted on. See? If I just wipe it off…”

She stopped, frozen in place as she saw a mark on her flank that hadn’t been there before. Then, with a patented Gabby whoop, the griffon launched herself into the air and began celebrating. She had actually gotten a cutie mark, and it was for something that she absolutely loved.

For there, plastered on her flank, was a big, brown pony cock.

I guess happy endings really do happen, huh?

Episode 20 - The Pre-Con Ritual

“Say what now?”

Flam grinned at Applejack and ruffled his mustache. “Well, it’s like I said, Miss Applejack: one of the most important things to have in the con business is confidence and, seeing as we have an hour before our tour with Gladmane, my brother and I figured the four of us could do something to boost all of our confidence!”

Applejack’s eyebrow arched as Fluttershy slunk back into her mane. “And just how do you plan on going about that?”

Flim and Flam smiled at each other. “Well, The Sensual Sibling Synchronization, of course!”

Fluttershy rubbed her leg with a hoof. “The Sensual Sibling Synchronization? What’s that?”

Flam took a step forward, an ear-splitting grin on his lips. “Well, I’m glad you asked, Miss Fluttershy! See, whenever we’re about to go about peddling our wares-”

Applejack coughed, though all the ponies in the room heard the blatant “con” she had slipped into it.

Flam frowned at the mare before continuing. “Whenever we go to con somepony, we always have a ritual we go do beforehoof. Both my brother and I head out into town and… procure a couple ponies of the opposite sex for a little… fun.”

“Wait…” Applejack took a step back and shook her head, a clear scowl on her lips. “Hay no, you did not just suggest that we… bump uglies!”

Flam shrugged his shoulders. “Applejack Applejack… What better way is there to build one’s confidence than a little sensual roughhousing?”

Applejack growled. “If you even think about doing something like that with me of Flutters, I’ll be sure ta buck your junk into next week!”

“Um…” Fluttershy lifted a hoof like a foal in class. “What are we talking about?”

“Come on, Miss Applejack…” Flim walked up beside the mare and wrapped a hoof around her shoulder, one that was instantly shaken off as she took another step back. “What stays in Las Pegasus stays in Las Pegasus, right? With everything you do back at Sweet Apple Acres, I’m sure you haven't had much time for fun, right?”

Applejack sighed. He had a point there. “I suppose…”

“Um… Hello?” Fluttershy spoke up a bit louder, though it only amounted to a normal pony’s whisper. “What are we talking about?”

Flam came up around the opposite side of Applejack, boxing the mare in between the two brothers. “So, what do you say? What’s a little fun between four friends, huh?”

“Well, we ain’t exactly friends, but…” Applejack sighed and took off her hat. “Alright, fine… Ah’ll do it.”

Tossing her stetson onto the bed and turning around, the country mare hiked her tail up and over her back to expose the brown, meaty, and somewhat damp lips of her marehood to the two con-ponies. Both Flim and Flam felt their sheaths tighten as they drank in the sight, and after sharing a nod with his brother Flam stepped forward with a smirk on his lips. “Well well well! Good to hear you’ve come around, Miss Applejack! I have to say, you certainly have a nice looking-”

“Now hold up just a second there, cowpony!”

Flam froze a hoofstep away from his target as Applejack leveled the kind of stare that could kill a stallion at him over her shoulder. “Y-yes?”

Applejack frowned. “Lemme put a couple ground rules down ‘fore ya just jump on and get to ridin’ this pony.” She reached back and grabbed onto one of the cheeks of her ass, pulling it away to pry apart her dark brown lips and show off the bright pink flesh between them. “Y'all can look, y'all can touch, but y'all definitely aren’t gonna be puttin’ no foals in me, ya hear?”

Flam licked his lips, both as a nervous reaction from the power in the mare’s stare and how plump her pussy looked up close. “Alright, sounds like a deal, Miss Applejack.” His confidence soon returned and, with a smirk on his lips, he took another step forward towards the mare with his fully-erect cock swaying between his legs. “I’ll be sure to pull out before then… We’ll just leave it to the maids to clean up afterward! That is what they’re paid for, after all!”

The apple-mare’s frown deepened as the stallion chuckled. “Now, I don’t want you makin’ extra work for anypony else, neither. So…” Her hoof moved up, and with another pull against her ass she showed off a second, tighter looking hole just underneath her tail. “Y'all gonna do it here. Now, you might as well have ya brother go get you some lube, cause this is gonna be tight!”

“Well…” Flam smiled and, horn lighting up as he reached out towards an end table next to the bed with his magic, pulled out a small, Flim-Flam labeled bottle into the air. “Whaddaya know? Looks like I got some Flim-Flam Personal Lubricant™ right over here! Gentle, safe, and recommended by several Equestrian gynecologists we found on the street, this water-based lubricant can make any night of passion, even one as hastily thrown together as this, into something that you’ll never forget!”

“Wow…”, whispered Fluttershy from behind the curtain of her mane, “That sounds… interesting…”

Flam shot a grin Flim’s way as he turned towards the pegasus. “Why yes indeed, my fine feathered friend! Flim-Flam Personal Lubricant™ is the most interesting lube on the market! Why, just the other day, I put some on and-”

A tied, yellow tail suddenly slapped him across the face. “CAN YOU GET ON WITH IT!”

Flam rubbed his cheek and got back to the matter at hand. “Ah yes, sorry. Never could resist a good product pitch. Now, let me just...” Sitting back and popping the top of the bottle off, the stallion flipped the small container over and squeezed a healthy dollop of lube onto his cock. A quick series of pumps later and the brown shaft was glistening in the light of the room, ready to penetrate even the tightest of passages in a moment’s notice.

Flam stood and stepped forward, his tone chest pressing into the plush cheeks of Applejack’s ass. “There! All ready for ya, Miss Applejack!”

Applejack scoffed and rolled her eyes. “Uh huh… And tell me, just WHY did ya have a bottle of lube at the ready?” She sniffed the air. “And why does it smell like apples?”

Flam smiled. “Well, Miss Applejack, I just so happen to like the smell of apples.” He leaned in towards her hind end and took a deep breath, sending shivers up her spine as warm air washed over the plump lips of her pussy as he exhaled. “As for why I had some lube, well… If there’s one thing you need to know about being successful in the con business, it's that you have to be prepared for anything…”

Applejack frowned but, otherwise, turned to look ahead as Flam reared up onto her back, the lanky stallion’s weight nothing compared to the rigorous work back on the farm. “Yeah, and ah’m sure that applies to havin’ some butt-fuckin’ oil at the ready too, huh?” She gave out a single, sharp laugh and shook her head as he started poking around her backside in search of his target. “I swear, you two are some of the-”

And then Flam found his mark.

Applejack’s eyes widened and the breath was driven from her lungs as she found herself with over a foot of pony-cock crammed up her ass. The puckered ring of her anus was no match for the wide, blunted tip of Flam’s ramming-rod, and as soon as the gates to her passage were open the stallion jammed the rest of his cock inside with one smooth, strong thrust. The lewdest sound imaginable reached her ears as she felt the soft fur around his crotch kiss the mounds of her ass, a sensual mixture of his lubed shaft sliding past the rim of her anus and the meaty thwack of his heavy balls slapping into her clit like a pair of wrecking balls as he bottomed out.

Sighing in bliss as his cock was enveloped in velveteen warmth, Flam leaned down and started rubbing the apples on Applejack’s side to give her time to adjust to the sudden penetration. “Ahh… That’s the stuff...” He chuckled and gave her a light smack on the ass. “Now, if only we could find a way to bottle and sell this feeling. We’d make a fortune!”

Flim laughed. “Ha! I’m sorry to say, brother, but I believe they call that prostitution!”

“Mmm… True...” Flam took a deep breath. “Guess I’ll have to keep this treasure all to myself…”

Laying his stomach on the mare’s strong back, Flam started to lightly rock his hips back and forth to gradually work his cock from her tight passage. Applejack had been unable to regain her breath from the initial penetration and, as such, could do nothing but stare at the opposite wall in a shocked silence as inch after inch of stallion meat was pulled from her body.

“Oh wow…” Flam shivered as the cooler air in the room brushed past the lubed-up flesh of his cock. “You certainly are a tight one, Miss Applejack…”

Applejack opened her mouth to respond, but all that could come out was a surprised squeak as Flam reversed direction and slammed himself back to the hilt inside her ass. The sudden smack of his heavy testicles against her defenseless clit sent a lightning bolt of pleasure up her spine, and by the time the stallion had pulled back to thrust forward again she could already feel a droplet of liquid excitement rolling down the inside of her thigh.

Flim gasped as he bottomed out inside Applejack for the third time, the mare’s passage now loosened enough that it felt molded to the shape of his cock. He smirked as his balls tapped the base of her marehood and her clit reached out to lay a loving kiss upon them, and as he pulled his hips back he could feel her juices running down the curve of his sack.

“Heh heh… I see you enjoy a little backdooring, eh, Applejack?” He smacked her cutie mark for a second time, this time much harder than before. “Like it a little rough? Perhaps my brother and I should come to Ponyville more often and pay you a visit!”

Applejack moaned as, right at the end of his statement, Flam made a quick, Equestria-shattering thrust that punched his cock deeper into her rectum than ever before. “Y-You… you-” Another thrust, this one faster than the last, and before her body even had the chance to register it he had done another one. And then he did it again, and again, and again, leaving her a drooling mess from both ends against the bed.

Flam, meanwhile, was having a hard time keeping himself upright as his legs began to shake. The feeling of Applejack’s thick ponut moving up and down his shaft like a plump pair of lips was like nothing he had ever experienced before! In fact, as he bottomed out for the only-Celestia-knows time, his legs buckled underneath him and sent him crashing stomach-first into the mare’s back.

Flam landed on Applejack with a soft “oof!”, cock sheathed inside her ass and muzzle pressed up against her flowing, golden mane. He paused his thrusts to catch his breath, sending a shiver up his spine as he got a whiff of apples from the mare’s mane. “Mmm… You smell absolutely delectable, Miss Applejack…”

Applejack blushed as the stallion startled nuzzling her mane, the short hairs of his mustache tickling the back of her neck. Whatever small amounts of pain she had felt at the beginning were now all but forgotten, replaced with an oh so pleasant sensation of being full. “Tch… D-don’t… Don’t get all mushy on me now that ya got ya dick warm…” She pushed her ass back into his lap, grinding her marehood against his balls. “Let’s finish up with this here rodeo and get on with the plan!”

Flam chuckled. “My my, Applejack… Do be honest with yourself!” The stallion pushed right back against her ass, mashing his cock around inside her warm passage to both ponies’ enjoyment. “I’d say you’re enjoying this little ‘rodeo’...”

Applejack did her best to wave him off, but with her clit punching out against his sack like a world-champion boxer training for his next match she couldn’t deny that it felt really good. “I… I...” She grit her teeth and growled. “Just get on with it already!”

Reaching down and lovingly patting the apples on her side, Flam leaned down to put his lips right next to her ear and whispered, “Your wish is my command…”

Fluttershy, meanwhile, had been watching the proceedings through the pink curtain of her mane. Sitting on the floor behind the pair of rutting ponies gave her a perfect line of sight to her friend’s pouting pussy lips and the stallion-on-her-back’s hefty balls, and the sight of Applejack’s juices dripping off the base of those cum-laden orbs was beginning to stir up something between her legs. Something that only became stronger as her friend began to moan Flam’s name to the ceiling as they started rocking against one another, both ponies on a one-way track to climax town.

“So, Fluttershy, is it?” Fluttershy jumped as Flim suddenly appeared beside her and wrapped a hoof around her shoulders. “Seems to me you could use a bit of a confidence booster yourself! Whaddaya say?”

Fluttershy glanced out from the shield of her mane and blushed as her eyes were immediately drawn to the turgid shaft between the stallion’s legs. “Um… Sorry, but I… Uh…”

Flim chuckled and stood. “Nonsense, I insist! Come...” He extended a hoof to help her up. “They don’t call me the Silver Tongue for nothing! I’ll be sure to make it extra pleasant for a mare as good looking as yourself!”

Blush deepening as she felt her marehood wink against the floor, Fluttershy took the offered hoof and joined Flim in walking towards the second bed. “O-okay, but, um... “ She glanced towards the other pair of ponies and gasped as, now that she was viewing them from the side, she could plainly make out the stretched out ring of flesh that was her friend’s ponut and the thick rod of stallion cock that was doing the stretching. “O-oh my…”

Flim jumped up onto the bed without hesitation, something that could not be said of Fluttershy as she meekly climbed up with her tail tucked between her legs. “Now then…” The stallion turned to face her and nodded towards the head of the bed. “How about you get yourself nice and comfortable up there and I’ll make sure everything goes swimmingly down here…”

Fluttershy nodded, though one would have had to have been looking for it to notice it with how little movement there was behind it. “O-okay…”

Doing as Flim had asked, Fluttershy walked across the cushiony mattress towards the head of the bed and, making sure to keep her thighs together and tail tucked between her legs, flipped over onto her back with her head back against the pillow. “Th-there… Now wh-what?”

Flim chuckled and crawled up towards the mare. “Well, we can’t have much fun if you don’t spread these a bit…”

Fluttershy’s face turned pink as Flim reached out and pulled her legs apart, and with a flick of his magic he dragged her tail to the side to expose the even pinker lips of her plump marehood. “O-oh my…”

Flim licked his lips at the delectable spread before him. “My my, you’ve been holding out on me, Miss Fluttershy…” He leaned in till the tip of his muzzle was less than an inch away from her leaking mons. “Who knew you had such a delicious looking treat hidden beneath your tail?” He looked down and smiled as he saw her clit punch out into the air. “I’m sure you won’t mind me taking a taste, will you?”

Fluttershy could only muster a meek “eep!”, far too embarrassed to speak. So, taking that as the best he was going to get, Flim gave her a sly wink before every so gently placing his lips against her marehood. Then, after holding there with his eyes on hers for a moment, he slowly opened his lips and let his tongue pierce into her succulent folds.

Applejack jumped as Fluttershy suddenly let loose the loudest moan anypony in the room had ever heard, and even as her body rocked back and forth underneath Flam she glanced over to see Flim digging in between her friend’s legs. “F-Flutters? You- ah!” Her teeth grit as Flam slammed his hips into her ass, sending a shockwave of pleasure up her body. “You okay?”

Fluttershy could only moan. Pushing her head back as hard as she could against the pillow and pushing her hips against Flim’s face, the pegasus arched her back into the air as the stallion’s tongue continued to dip into her honey pot like a dog at a water bowl.

“Oooohhh!” Fluttershy shivered as Flim ground his nose against her clit. “Woooow…”

“Heh…” Flim pulled back with a parting kiss to her marehood, lips glistening in the light. “So, feeling up for that confidence booster now?”

Fluttershy bit her bottom lip and nodded. If having his tongue down there was THAT good, then who knows how amazing it would feel with something bigger, and harder?

“Good…” Picking himself up, Flim took a step forward and lined his cock up with the gates to Fluttershy’s marehood. But then he unexpectedly took another step forward, and then another, and soon Fluttershy had to duck her head out of the way as his stallionhood swung like a club towards her face.

“Eep!” Fluttershy’s eyes widened as she got a close look at Flim’s cock. “What…”

“Shh…” Flim glanced down at her and smiled. “You don’t want me doing all the work, do you?”

Fluttershy shook her head, though her eyes never left the blunted tip of Flim’s cock as it swayed in the air just off the tip of her nose.

Flim nodded. “Good. Now, open wide…”

Fluttershy did as she was told, and as soon as she had opened her lips wide enough Flim lowered his hips towards her face. Fluttershy’s panic level increased as the distance between them decreased, the lights hanging overhead gradually blacking out as his low-hanging balls drooped towards her forehead. And then, when she felt something warm and hard press against her lips, her fears built to their crescendo.

There was no way she was going to fit something so large in her-

Flim slipped the head of his shaft past Fluttershy’s lips with relative ease, and with a long, drawn-out sigh he continued lowering his hips until he felt his balls drape over the mare’s eyes. Fluttershy let out as much of a startled yelp as she could with a thick piece of stallion meat in her mouth, but as soon as she realized that she had said piece of stallion meat in her mouth without any of the pain she had expected she did her best to quell her unfounded fears.

Flim sighed. “Ah… There we go… Nothing better than a mare’s mouth wrapped around your stallionhood before a good con, ey brother?”

Flam half-chuckled, half-gasped from his side of the room. “Heh, I hate to disagree with you, brother of mine, but a mouth is nothing compared to a rough bout of anal. Isn’t that right, Applejack?”

Applejack, head laid flat against the bed with her tongue lolling out of her mouth, moaned in response.

Flim smirked. “Ah, but can you do this laying on a mare’s back?”

A muffled shriek was the only response from Fluttershy as Flim sudden shoved his head back between her legs, putting the two of them in the infamous sixty-nine position as they sampled the other’s loins. Fluttershy did her best to keep up the Flim’s impeccable tongue-work, but within a matter of moments he had broken her down enough that she could only hang on for the ride.

Flim, however, wasn’t done with her yet. Lifting his hips into the air to draw his now spit-slickened shaft from her gullet, the stallion abruptly shoved himself back down onto her face. His heavy nuts slapped the mare in the forehead, resulting in a loud smacking sound that tore a groan from his lungs.

Before Fluttershy had a chance to recover he performed the maneuver again, and before the pegasus realized that she was being face-fucked his hips had already become a blur. The room filled with the lustful tune of four ponies rutting each other’s brains out, two on each bed in the room. Both mares had become vessels for the brothers’ pleasure, left with nothing to do but take their cocks where the stallions saw fit.

Flim would be the first to reach his crescendo, and without ever warning the mare underneath him he buried himself to the hilt inside her mouth and fired the opening salvo of seed straight into her stomach. Fluttershy’s eyes widened as she felt his cock flex inside her throat and, whether it was due to the strange mix of terror and excitement she felt or just the fact that Flim had latched onto her clit in a final effort to send her over the edge, she found herself joining him in climax, too.

The sudden, muffled shriek from her friend was enough to pull Applejack’s head off the bed as she looked in the pegasus’s direction, and as she saw Fluttershy, the shyest of all her friends, eagerly gulping down blast after blast of stallion cum as she gushed all over Flim’s face she, too, was thrown off the edge. Clenching down on Flam’s cock as he continued to saw it back and forth beneath her tail, Applejack painted the brown, leathery canvas of his balls with slick jets of marecum, forming a large wet spot beneath them that only grew as Flam’s thrusts continued.

Applejack moaned. “FuuUUuuuck!” Gritting her teeth, she picked herself up and began meeting Flam’s thrusts halfway to prolong her seemingly never-ending climax. “Oh! Oh! Ohhhhhh!”

Flam began grunting with each of his thrusts, the physical requirements of rutting for such a long period of time finally taking its toll. With one last, loud bellow towards the ceiling, he became the last of the four to reach their peak. Wave after wave of warm stallion cream flooded Applejack’s battered rectum, enough that, as Flam thrust straight through his orgasm, thick strands of the stuff were pulled out of her ass and dripped down to her pussy. As soon as he had dumped his final drop, Flam pulled his hips back and tugged his cum-slickened shaft from the mare's rear, resulting in a lewd sounding slurp and a healthy dollop of semen splashing onto the floor beneath her.

And with that, the four ponies collapsed, all exhausted from their intense round of rutting.

Flim smiled and, after wiping away some leftover mare-cum from his cheek, closed his eyes and settled in next to Fluttershy. “You know what another important part of conning is?”

Applejack sighed, the aftershocks of her orgasm still crashing into her system as warm stallion cream continued to leak from her well-fucked ass. “What’s that?”

Flam smiled and nuzzled up against her mane. “A good nap beforehoof…”

So, that’s exactly what the four ponies did.

Episode 22 - Fixing Fractured Friendships, by Princess Twilight Sparkle

It was yet another beautiful Spring day in Equestria. The Sun shone overhead without a single cloud in the sky, though the beaming rays of light it produced weren’t overbearing in the slightest. In fact, if somepony was the seafaring type, they’d say it was the perfect weather to go out on a boating trip with.

Which was good, because that was exactly what Twilight had in mind.

See, Applejack, Rarity, and Pinkie Pie had all been on such a trip not too long ago, one that ended rather poorly for the three mares. This wouldn’t normally be much of a concern, but the three of them had returned home blaming each other for the incident. So, with their friendship worse for wear, Twilight had decided to invite all three of them back to the docks to try and mend their relationship. The three had complained as soon as they realized what she had been planning, but with a bit of pleading she had gotten them onto the boat.

This is where our story begins.

“Now…” Twilight sat down by the front of the boat and pushed it away from the docks with her magic before glancing at her three friends. “Why do you think I’ve brought the three of you here today?”

Applejack snorted and turned away from the two mares next to her. “Prolly cause you want us to kiss and make up, but that ain’t gonna happen! Not until these two pony-up and apologize!”

Rarity harrumphed and did the same. “Mhmm. Except it won’t be I who apologizes! Not when little miss pirate over here is the one at fault!”

Pinkie Pie snorted and, for some reason, looked straight up at the sky. “Well, I think you’ve brought the three of us here to show us how, when Applejack accidentally knocked Rarity’s cucumber sandwiches into the water, it attracted a nearby tri-horned bunyip, whose favorite food is cucumber and who accidentally wound up sinking the boat when it caused a large wave as it crested from beneath the ocean, meaning that the three of us are blaming each other for a simple mistake when all we wanted to do was bring each other out of our elements to make this a boat trip to remember!”

Twilight looked at Pinkie in astonishment. “Uh... no. That’s not why I brought you here.” Her head tilted in thought. “And what in Celestia’s name is a tri-horned bunyip? If it’s a sea-faring animal, why would it like cucumbers, a land-based fruit, of all things? That doesn't sound real!”

Pinkie visibly deflated. “Oh…” She sat right back up and smiled. “Then why did you bring us here? Huh, huh, huh?”

Twilight shrugged her shoulders. “Well, I figured that if we sailed far enough out for some privacy we could all have sexual intercourse with one another. I’ve read that copulation is a great way to mend broken relationships, especially when teamwork is involved. See? I have a guide right here!”

Rarity, Applejack, and Pinkie Pie each blushed as Twilight pulled out a book entitled “101 Ways to Fuck Your Way to Friendship: A Beginner’s Guide” from her pack. They looked at each other, worry plainly written across their faces as, without a word, they all had the same thought at the exact same time.

Today was going to be a long day…

“Alright, that seems far enough.” Twilight, standing at the bow of the ship as she magically blew a constant stream of air into the boat’s sails, let her horn fall still as she turned towards her friends. “Now then, let’s get this lesson on the road!” She chuckled and made a sweeping gesture with her hoof. “Or, I guess in this case, on the sea!”

Applejack shared a glance with the equally-as-worried unicorn next to her. “Jeez Twi, you sure did take us out rather far…” She looked around in all directions and saw only the rippling blue waves of the water around them. “Ah can’t even see a smidgen of land anymore!”

Twilight smiled and walked over to a small, burlap pack she had brought with her for this impromptu trip. “Exactly, Applejack. If this lesson is going to work, then we need to know that there’s not the slightest chance that something, or somepony, might interrupt us.” She bent over and, after accidentally giving her friends a show as her tail swung back and forth, took out her book and flipped to a random page. “Alright, let’s see here… A-ha!”

Spike, who had unsurprisingly decided to sit next to Rarity for the trip, perked up immediately. “Oooh, which one is it? Number sixty-five? Thirty-four? Eighty-seven?”

Twilight chuckled. “Excited to mend some broken friendships, huh Spike?” She placed her hoof on a page and began reading to herself. “Looks like number seventy-three is as good a place to start as any-”

Spike shot up from his seat and pumped a fist into the air. “Yes! Seventy-three! This is going to be awesome!”

Rarity watched worryingly as the little dragon excitedly ran to the front of the ship and sat down. “I hope you don’t mind me asking, dear, but what exactly is number seventy-three?”

Putting her book away, Twilight turned towards the fashionista and smiled. “I’m glad you asked, Rarity. Having all the participants know what they’re about to do in a sexual situation is one of the best ways to ensure the lesson succeeds.”

The Alicorn sat down and cleared her throat, looking very much like she was about to give a lecture to a group of young students at Celestia’s School for Gifted Unicorns. “Number seventy-three is the art of the group blowjob. My assistant, Spike, has graciously offered himself up as the subject of any lessons requiring a male.” She pointed towards her assistant, who now had quite the blatant erection between his legs as he leaned back against the side of the boat. “You three, using nothing but your mouths, will have to bring Spike to climax as quickly and as efficiently as possible.”

Applejack blushed but could not tear her eyes away from the surprisingly large dragonhood resting against Spike’s inner thigh. “S-sugarcube, I’m not really sure we want to-”

“I’m game.”

Applejack turned towards the Unicorn next to her in shock as the dragon at the head of the boat let out an excited woot. “Y-ya are? I mean, I woulda thought this would be… you know…” She waved a hoof in the air. “‘Too dirty for a mare of your class’, or somethin’...”

Rarity tilted her head back. “Please, Applejack. If Twilight believes this will help us rekindle our friendships, then I say we believe her.” She stood up, revealing a bit of a damp spot where she had been sitting. “Plus, having sex out on the ocean sounds rather romantic. Not the ideal situation, of course, but it will have to do.”

“Oh…” Applejack tail started to swish behind her. “Well, what about you Pink-” She paused as, where was once a happily humming party pony, there was now nothing but air. “Pinkie? Where’d ya-”

“Over here, silly!”

Pinkie Pie, as only Pinkie Pie could do, had teleported over to the front of the ship and was lying on her belly between Spike’s legs. She hummed and kicked her hindlegs back and forth like a little filly talking with her friends at a slumber party, watching as Spike’s cock grew like a long, thick purple snake from the dragon’s body. With foal-like wonder Pinkie reached out and tapped the side of it, causing the serpent to flex and throb as its owner gasped in pleasure above.

“Hee hee!” Pinkie giggle-snorted. “Looks like Spikey-wikey’s little Spikey-wikey wants to play!”

Twilight frowned. “Pinkie!” The Alicorn marched over to her hyperactive friend. “Didn’t you hear me? The lesson requires you to using nothing but your mouth! That means no hooves, no magic… Not even that weird thing you can do with your mane!”

Pinkie frowned as her mane, which had been reaching between Spike’s legs, snapped back into place. “Aww… No mane?”

Twilight shook her head. “No mane.” She glanced up and tapped her chin in thought. “Hmm, I wonder if it would be easier if I just enforced the rules myself…” She shrugged. “I’m sure it wouldn’t hurt. Pinkie, stand up for a moment.”

Pinkie bounced up. “Yeah, Twi?”

The long spiral of bone protruding from the Alicorn’s forehead ignited in a flash of purple. “Stand still for a moment... “ A pair of magical bands appeared around Pinkie’s forelegs and closed, forcing the mare’s hooves together and, as such, causing her to fall back onto her belly with a soft “oof!”.

“Alright, that’ll work…” Twilight turned towards her other two friends, who were looking at the scene with a little trepidation. “Well? You two ready?”

Rarity sighed. “I suppose a little bondage never hurt anypony…” She brushed back her mane with a hoof. “Just be sure to watch the mane, dear, I just got it done after that travesty of a boat-trip she ruined!”

Pinkie Pie, chin mashed against the wooden deck between Spike’s legs, turned her head as much as she could and smiled. “Yeah, that’s the spirit, Rares!” She paused in thought. “You weren’t talking about me, were you?”

Twilight nodded, for the most part ignoring her friends’ banter. “Okay, let’s see… If I just put you here…”

Rarity let out a rather unmare-like yelp as Twilight hefted her into the air with her magic. “Whoa! Watch the mane! Watch the mane!”

Tongue sticking out of the corner of her mouth as she concentrated, Twilight bound both Rarity’s forehooves and, with a little, glowing ring, the Unicorn’s horn as she floated the wildly flailing mare over to Spike. Making sure to be as gentle as possible so as to not ruin her friend’s coiffure, she draped the fashionista over one of the dragon’s outstretched legs to put her muzzle-to-cock with the dragon’s member, the perfect spot for the task ahead.

“There. Perfect! Now...” She turned towards Applejack. “What about you, Applejack? You ready?”

Applejack took off her hat and placed it on the bench with a sigh. “Well, if little miss frou-frou is gonna do it, I guess I’ll have to pony-up as well.” She stood and nodded at Twilight. “Where do ya want me?”

“Um…” Twilight took the book back out and skimmed through the details of the lesson. “Well, I guess I could just put you opposite Rarity…”

Applejack nodded. “Well, alright. Let me just-” She went to take a step and was immediately picked up into the air, but rather than yelping or screaming she gave Twilight the quintessential ‘Are you kidding me?’ look. “Twi, I coulda walked over there mahself…”

Twilight didn’t respond, too engrossed with making sure everything perfectly matched the lesson to a T. “Okay… Just a couple spells and…”

Applejack frowned as her hooves, much like Pinkie and Rarity, were bound beneath her by a magical band before she was unceremoniously dumped onto Spike’s other leg, opposite from Rarity. “Oof! Jeez, Twi, try to be a little nicer with the landings next time…”

Twilight’s head was still in her book, her eyes bouncing between the pages of her guide and the setup she had meticulously crafted with her friends. “Okay… Yeah, that looks right…” She closed the book and put it back in her sack. “So, like I said, the three of you need to work together and stimulate Spike’s penis enough to induce an orgasm. Remember, no hooves, no magic, and above all else-”, she smiled, “-  no fighting!”

The three mares replied, monotonously. “Yes, Twilight.”

Spike rubbed his claws together. “Ohhh man, this is gonna be so awesome!”

Pulling out a small stopwatch and a clipboard from her bag, Twilight walked up beside the mare-pile and sat down on a bench. “Alright, I’ll put ten minutes on the clock.” She looked down and smiled. “Good luck! Your lesson starts… now!”

Rainbow Dash sat up, eyes wide and chest heaving as beads of sweat dripped from her forehead. Her eyes darted wildly around her room, trying to find something that wasn’t there. They eventually settled on the yellow pegasus between her legs, a pegasus who, with her mouth pressed against the dark-blue lips of her marehood, continued to gently push her tongue in and out of her clenching passage to drink her succulent essence straight from the source.

“F-Fluttershy…”

“Hmm?” Fluttershy pulled back from Rainbow’s crotch, lips glistening in the light. “What’s wrong, Rainbow?”

Rainbow stared off into the distance and shivered. “I don’t know. It feels like we’re missing something. Like… Like Twilight just set up some over-the-top orgy-lesson for our friends out on a boat in the middle of the ocean…”

Fluttershy chuckled and licked her lips clean. “I don’t know, Rainbow. I mean, that doesn’t sound like our friends at all, does it?”

Rainbow sighed and leaned back into the pillow behind her. “No, I guess it doesn’t…” She looked down at Fluttershy and smirked. “Sorry about that. Just my mind getting the better of me, I guess…”

Fluttershy smiled, warmly. “It’s alright, Rainbow. Now…” She leaned in and planted a gentle kiss on her friend’s clitoris, causing the cerulean pegasus’s mighty wings to spread out as a shiver raced up her spine. “Just sit back, relax, and let Fluttershy take care of you…”

Rainbow did just that, closing her eyes while opening her legs as her friend got back to work. “Ahhh… What was I thinking? Twilight, Rarity, Applejack, Pinkie, and Spike having sex out in the middle of the ocean? That’s ridiculous!”

An impromptu meeting of former element-bearers was being held in the most unlikely of places: on a boat, in the middle of the ocean, around the raging erection of one Great and Honorable Spike the Brave and Glorious.

“Okay…” Applejack glanced at her other two friends. “How in the hay are we going to do this?”

Rarity glanced over at the draconic erection next to her face. “Well, if we are going to do this, the obvious answer is with a blowjob. I mean, that was the name of the lesson, after all.” She licked her lips. “I will… graciously offer my services to that end. Plenty of former… partners have complimented me on my… oral abilities in the past, and I’m sure they can get us out of this jam in a spiffy.”

Applejack rolled her eyes. “Uh huh… Sounds like a plan.” She stared at the Unicorn for a moment, waiting for her to make a move. “Sooo, why don’t you go ahead and do that? We are on the clock, after all.”

“Well, I’m a little tied up at the moment…” Rarity leaned forward, stopping just an inch or so away from Spike’s draconic pride. “And, well, I can’t seem to reach.”

“Ugh…” Applejack glared at her friend. “Then why don’t you just move a little closer?”

Rarity blushed. “Well, I, uh… I just got my hooves done, you see, and- ah!” For some reason, she gasped. “I-I don’t want to ruin all the good work Aloe and Lotus did-”

“Alright alright!” Applejack shook her head in disbelief. “Just… Just tell me what you want to do.”

Rarity sighed in relief, more so for the fact that nopony had noticed that, with her hoof underneath her body, she had been giving her dripping pussy-lips quite the pleasant rub-down. “Um, well… If you lean in a bit and just nudge his shaft my way, I could possibly get it into my mouth…”

Applejack glanced at Spike’s cock and blushed. “Okay… I can do that…” She nodded towards the third pony in the group, who had been unusually silent throughout their planning. “What do you want Pinkie to-”

“I’M GONNA SUCK ON HIS FUN BAG!”

In a sudden blur of movement, Pinkie Pie shoved her head between Spike’s legs and scooped the dragon’s scaly sack into her maw. Both of the other mares and the dragon himself gasped in surprise at the unexpected action, though the latter's quickly turned into a moan as the party mare started running her tongue across his ‘fun bag’.

“Whoa, Pinkie!” Spike shivered as the mare suckled on his balls. “That feels… gooood…”

Applejack, eyes wide and cheeks red, licked her lips and turned towards Rarity. “Well, alrighty then… I guess that leaves us. You ready?”

Rarity, blush brighter than Applejack’s, nodded. “Ready when you are, darling.”

Applejack returned the nod. “Alright. Here goes nothing…”

Closing her eyes and leaning in, Applejack gently pressed the tip of her muzzle against the side of Spike’s shaft. She blushed as its warmth seeped into her fur, the rigid length feeling like a hot poker-stick against her face. Ever so slowly she began to push it back, angling it towards the Unicorn opposite her who, in what would be quite the comical display in any other situation, was waiting for it with her mouth agape.

“Almost…” Applejack whispered through clenched teeth. “C’mon… so close…”

Rarity watched as the thick obelisk of dragon-dick was gradually pointed in her direction, the tapered tip of Spike’s cock aiming towards her like an arrow. She licked her lips as she saw a bead of pre forming at the peak, glimmering in the ocean sun like a polished pearl waiting to be found. It grew and grew and grew, and as it dangerously dangled from the dragon’s shaft she felt her heart start to hasten.

And then, just before it could fall to the deck below, she made her move.

Applejack, muzzle pushing against the middle of Spike’s cock, watched as Rarity closed her eyes and darted in to wrap her lips around the tip. A hissing moan from the dragon above was drowned out by the shocked gasp from the apple-mare below, who watched her prim and proper friend make the top third of the draconic length magically disappear without ever using her horn.

“Jeez, Rare…” A drop of spittle landed on her nose, causing her to blink. “Ah didn’t know ya had it in you!”

Rarity responded with a long, drawn out moan that reverberated down the draconic dick held between her lips. She had sampled the taste of stallion cock here and there, sure, but the exquisite slab of meat in her mouth now was something else entirely. It was warm, much warmer than she was used to, and as it dribbled succulent drops of dragon-pre onto her tongue her taste buds sprung to life like a foal on a sugar-high. The thought that her pink friend below was milking the dragon’s seed straight from his balls was just the right kind of dirty to send a shiver up her spine, one that raced right back down between her legs and made her clit wink out into the air.

Which, as luck would have it, caught the eye of one Twilight Sparkle. “Rarity! What are you doing?”

The fashionista glanced out of the corner of her eye as a frowning Alicorn walked up to her. “Hmmph?”

Sitting down behind the mare, Twilight hefted Rarity’s hind-end into the air with her magic to reveal a juice-slickened pair of hooves underneath her trim body. “What did I say? No hooves!”

Rarity rolled her eyes, mouth full of dragon-cock. “Huu mmm hmm huum hmm phmm!”

Pinkie, for the first time since her fun-bag outburst, pulled back from Spike’s balls and let them slip from her mouth with a wet sounding pop. “She said that you said that we couldn’t use hooves on Spike, not on ourselves.”

“Huh…” Twilight tapped her chin in thought as Pinkie got back to sucking Spike’s balls. “I guess I did, didn’t I? Hmm…” She looked down at the bubbly butt hanging right in front of her face, watching as the Unicorn’s light-pink lips winked wildly in need. “Well, I mean, intense physical pleasure could be used as a way to further challenge the three of you, and I wouldn’t want this lesson to fail…”

Applejack rolled her eyes, a little frustrated that she had been relegated to cock-holding duty. “Twi, cut the lesson crap and get on with it! You clearly want in on the action, I can see you drippin’ from here!”

Twilight threw up her hooves. “Fine! I’ll do it!” She shot a glare Applejack’s way. “For the good of the lesson, and nothing else!”

Applejack sighed, blasting the dragon-dick resting on her muzzle with a wave of warm air. “Whatever you say, sugarcube… Whatever you say…”

Gently placing her friend’s shapely plot back onto the deck of the boat, Twilight closed her eyes and concentrated on making three vaguely stallionhood-shaped objects with her magic. The faux-cocks wistfully floated through the air and settled behind each of the three bound mares, rubbing against the sopping wet lips of their pussies to lube their sparkling lengths. Then, once she felt they had been suitably prepared for the lesson ahead, Twilight began to lightly push them into her friends’ bodies, intently watching as the one right in front of her face split apart the fat lips of Rarity’s marehood to reveal the bright pink flesh within.

All three mares moaned as Twilight started sawing the magical-members in and out of their bodies, causing the dragon they all sat around to hiss in pleasure as the reverberations resonated through his cock and balls. With one mare sucking on his sack and another, who just happened to be RARITY of all ponies, now lapping at the tip of his cock, he was rather certain he had died and gone to heaven. The pleasure he felt was very much born in the realm of the living, however, and he soon felt a tingling sensation start to build in his balls.

Applejack, meanwhile, was simply thankful that she was finally getting something out of this impromptu ‘lesson’. The magical dildo pounding her pussy into oblivion sent shockwaves up her body each time it bottomed out, causing her eyes to roll to the back of her head and her tongue to loll out of her mouth. Which, of course, caused said tongue to press against the base of Spike’s shaft, coating her taste buds with his masculine taste and sending her libido into overdrive.

Rarity wasn’t faring much better, either. The hoof-work she had done to her marehood had already put her on the precipice of climax, and now that something long, hard, and thick was splitting her in two she wasn’t sure how much longer she could hold on. She did her best to pass the pleasure onto Spike, bobbing her head up and down his cock as far as she could go with Applejack tending to the base.

Pinkie… Well, Pinkie was just having a grand old time sucking Spike’s balls. The scaly sack was warm and soft in her mouth, and it was surprisingly fun rolling them around inside their fleshy bag. The semi-transparent cock shoved inside her party-hole was certainly making things harder, though, and as it continued to ram into her body her testicle-tonguing came to a stop.

In the end it would be Spike to go first, the sight of his crush sucking his cock like a mad-mare as two of his other friends licked at his crotch too much for the young dragon to handle. Tilting his head back and letting loose a thick jet of green flame into the sky, Spike bellowed his pleasure to the world as his cock started spasming inside Rarity’s mouth.

Rarity gasped as she felt the first blast of dragon-cum hit the roof of her mouth, pooling around her tongue to bathe her taste-buds in its salty-sweet essence. Her eyes clenched shut and a moan crept from her lungs as little Spikey-wikey filled her mouth with his cum, the pulsing rod in her mouth pumping out enough of it that it leaked from the corner of her lips. The warm, slimy semen dripped down her chin and then her chest, creeping its way down her body like a river down a mountain. The thought that a dragon, one of the most ferocious creatures in Equestria, was marking her with his cum was what eventually threw her into her own climax, causing her marehood to clench down on the magic-cock that continued fucking her raw.

Which was good, for it was right at that time that the sail above them, lit aflame by Spike’s fire breath, collapsed and crashed right into the side of their boat.

All three non-climaxing mares gasped, one slightly muffled by the mouth full of balls she had between her lips, and just as Twilight canceled both the magical dildos pummeling her friends and the magical binds keeping their hooves together the boat broke in two and sunk like a bar of lead.

Twilight, Spike, Rarity, Applejack, and Pinkie Pie all floated to the surface, thankfully unharmed by the harrowing ordeal. It was Applejack, however, whether just due to blind luck or the fates themselves, who wound up grabbing onto Twilight’s sack to help keep her afloat and, as such, wound up seeing the book her friend had gotten the sexualized lesson from.

“Uh… Twi?”

Twilight coughed up a little water and used her magic to peel away a strip of seaweed from her mane. “Yeah, Applejack?”

Applejack grabbed the book and turned it towards the Alicorn. “Did you write this book?”

And, sure enough, right on the cover it proudly proclaimed:

101 Ways to Fuck Your Way to Friendship: A Beginner’s Guide

By Princess Twilight Sparkle

Twilight blushed and sheepishly rubbed the back of her dripping-wet mane. "Eh heh heh... Uh, whaddya know, I'm late for uh... something."

The Alicorn grabbed Spike and vanished in a bright flash of light.

Applejack sighed and looked at her friends, each of whom had grabbed onto a piece of debris from the wreckage. "Well, I guess we got a long swim ahead of us..."

Pinkie smiled and, reaching into her mane, pulled out a perfectly pristine cucumber sandwich. "Nope!"

Rarity, not quite sure if the salty taste in her mouth was sea-water or dragon-cum, looked at the party-mare and frowned. "Pinkie, darling, while my cucumber sandwiches are fabulous, I'm not really sure how that-"

She froze in terror as a large, swelling mass appeared behind Pinkie, causing a large wave to crest over the group of ponies before revealing-

A tri-horned bunyip.

Applejack, eyes wide with fear, pointed a shaking hoof up at the towering figure before them. "Wh-what in Celestia's name is that!"

Pinkie giggled. "It's a tri-horned bunyip, silly!" She turned around and waved at the large creature. "Hi Mr. tri-horned bunyip! Could you help us out? We need to get back to land!"

The creature nodded, and after ducking back under the water and swimming underneath the three mares it re-crested with them on top of its back.

Rarity smiled as their impromptu ride began swimming in the direction their boat had originally come from. "Great idea, darling! We'll be back home in no time at this rate!" She turned towards her friends. "What do you gals wanna until then?"

Applejack and Pinkie shared a grin. "Well, I reckon neither of us got to finish lesson number seventy-three..."

Pinkie nodded. "Yeah, and I wouldn't want our friendship to stay broken forever!"

Rarity smiled. Today really was going to be a long day...

Episode 23 - A Tale of Two (Young) Apples

“Come on, Mac, you heard Filthy! He was going to cut ties with the farm!”

Applejack and Big Macintosh were walking down the dirt path back towards Sweet Apple Acres, Celestia’s sun hanging high overhead as appletree after appletree passed them on either side. Their trip to Barnyard Bargains hadn’t exactly gone to plan; Instead of going in and telling Filthy that he wouldn’t be getting any cider to sell, Applejack had kinda-sorta fibbed about Granny being real, real sick, leading to one big brother who was rather disappointed in his younger sister.

Big Mac turned towards said sister and frowned. “That don’t give you the right to go around lyin’ like that! We both know that Granny ain’t sick, and when Mr. Rich finds out he’s goin’ to be mighty angry with ya! Hay, Granny’s gonna be mad, too, especially once ah tell her what you said!”

Applejack rounded on her brother with wide, fear-filled eyes. “No! You can’t tell Granny! She won’t even think about lettin’ me run the farm if she knew!” She sat back and placed both her hooves on his broad shoulders as if she was holding on to him for dear life. “Ya just can’t! I’ll do anything, just don’t go tellin’ Granny!”

Something clicked at the back of Big Mac’s mind as soon as the word ‘anything’ slipped past his sister’s lips and wormed its way into his ears. “Wait… Anything?”

Applejack furiously nodded her head. “Yeah, didn’t ya hear me? Anything! Just don’t go blabbin’ to Granny yet!”

For once in his young life, Big Mac was at a loss for words. Idea after idea popped into his head about what Applejack could do for him; She could do his chores for a week, she could clean up his room for him, she could wash his favorite yoke…

But it was what the young, hormone-driven side of his brain came up with that truly gave him pause.

He looked up. There, just a short walk away, was the large, red barn of Sweet Apple Acres. A barn that he knew was currently uninhabited, what with Granny surely making her Equestria-famous salad in the main house’s kitchen right about now. In fact, chances were that nopony would stop by the barn for at least the next half-hour or so…

Big Mac looked down at his sister’s wide, puppy-dog eyes as a tightness formed between his legs, the same kind of strange feeling he’d get whenever the wind blew a mare’s tail to the side to show off the voluptuous pair of lips just underneath. “You did say you’d do anything, right?”

Applejack threw up her hooves in frustration. “Yes! I said anything!” She crossed her hooves and looked up at him with a scowl. “What, do you want me to do your side of the orchard or somethin’? Cause I’ll do it!”

Glancing back up at the barn and then back down at his sister, Big Mac blushed and, feeling Little Mac start to stir underneath him, slowly shook his head. “Nah, I got a better idea…” He stepped around Applejack and, after taking a quick peek down at the smooth curves of her rump, resumed his leisurely pace towards Sweet Apple Acres. “Let’s head on up to the barn. I’ll, uh... fill you in there…”

Applejack sighed and picked herself up. “Fine, fine… Lead the way…” She kept her eyes downcast the entire trip to the barn, never noticing the slowly stiffening shaft swaying between her older brother’s legs…

With a loud creak and a heavy thump, Big Macintosh closed the barn doors behind him and his sister and turned towards a large stack of hay bales set up against the opposite wall. “Over here.”

Applejack rolled her eyes. “What, you want me to move some hay? Out of everything you could think of, that’s the best you got?”

Big Mac shook his head and turned to face his sister, cheeks visibly redder than normal. “Well, uh… Seeing as yah mouth is what got us in this mess, I figured you could use it to, uh… convince me to not tattle-tale on yah.”

Applejack looked over at him, truly perplexed. “Uh… what? You want me to sing you a little ditty or something?” She chuckled and waved him off with a hoof. “I gotta say, I was not expecting that! But, if that’ll do it…”

“No no no.” Big Mac shook his head. “I don’t want you to sing. Trust me, I’ve heard you sing before and, well… let’s just say that once was enough.” Applejack glared at him with a fiery anger in her eyes as he sat down. “No, what I want you to do is use your mouth” - he leaned back and pointed between his legs - “down there.”

Applejack’s head tilted to the side. “What? What do you-”

She looked down.

“...oh…”

There, resting against the inside of her older brother’s thigh, was a big, red, throbbing stallionhood and a matching set of orbs that looked like round, juicy apples between his legs. Each was smooth and devoid of hair, causing his junk reflect some of the light filtering in through the barn’s overhead windows. The snake-like appendage would flex against his thigh every so often, almost as if it was beckoning her forward with a friendly little wave that brought an embarrassed heat to her face.

Applejack looked up at her brother, cheeks flushed and mouth agape in shock. “Wh-what in the hay? Have you lost your apple-picking mind, Mac!?” She stomped a hoof and shook her head. “Nuh-uh. No way, no how. I ain’t givin' you a… a…” She pointed a hoof between his legs. “You know! That just ain’t right!”

Big Mac casually shrugged his shoulders, but he was starting to feel a little antsy on the inside. “Well, if you don’t wanna, you don’t gotta.” He stood, wincing as his rigid cock slapped against his stomach in the process. “I guess Granny is gonna be a mite disappointed to hear about you and your little lie…”

Applejack watched her brother head towards the door, eyes drawn between his legs to watch his low-hanging balls slowly sway side to side. The sight caused the heat in her cheeks to spread, crawling through her veins like warm apple cider to eventually encompass the entirety of her body. Most of it, however, settled in a certain spot between her legs and continued to fester as she watched the orbs hypnotically swing back and forth, a strange hunger building in her mind as she imagined what the stallion-fruits were brewing just for her.

“M-Mac… Hold up a sec.”

Big Mac stopped just a few short hoofsteps away from the door and glanced back at his sister. “Hmm?”

“Ain’t it…” Applejack sighed and rubbed her forehead with a hoof. “Ain’t it wrong for us to be doin’ that? Not just from an age perspective, but from the whole… sibling thing?”

The stallion turned around and shrugged his shoulders. “Maybe, but does it really matter if nopony knows? It’s not like it’s hurtin’ anypony.” He sat down and tapped his chin in thought. “Besides, the whole anti-incest thing is because of the belief that two closely related ponies would produce offspring with birth defects due to their limited gene pool.”

Applejack blushed. “Oh, okay then… I guess ah’ll-”

“So,” Big Mac continued, “seeing as you can’t exactly get pregnant as long as none of my sperm makes it inside your womb and impregnates your egg - which, by the way, seeing as you're not in heat, would be really, really hard - there really shouldn’t be much of a problem. Of course, with any kind of sexual interaction, you always need to remember to-”

“MAC!”

Big Mac jumped in place. “Wh-what!?”

Applejack rolled her eyes. “Celestia above, do you ever stop talking?” She nodded towards the bales of hay. “Ah was tryin’ to say that ah’ll do it. Just… Just don’t go tellin’ nopony about it afterward, you hear?”

Big Mac stood, an ear to ear grin splitting his face in two. She said yes! “Sure thing, Applejack.”

Walking back to his spot in front of the hay, Big Mac sat with his back against the bales and spread his legs out as far as they could go. Another wave of apprehension washed over Applejack as she got another look at her sibling’s genitalia, though this time it was met with a matching wave of burning curiosity. What did it feel like? What did it taste like? Was his larger than average? Was it smaller? Gosh, it sure seemed big, especially whenever it throbbed against his thigh and-

“Hey now!” Chuckling, Big Mac brought a hoof down and teasingly tapped the inside of his thigh, jostling his fat balls and rigid cock around with foal-like glee. “You just gonna stare at it, or are you gonna start usin’ that little mouth of yours?”

Applejack blushed. “D-don’t go rushin’ me, Mac! It ain’t like this is something ah do regularly!”

Big Mac smiled at his little sister. It wasn’t every day a young stallion like himself had the chance to experience the pleasures of a blowjob and, for some reason, the idea that he was going to get one from his very own sibling was making him harder than he could ever remember being in his life. In fact, as Applejack laid down between his legs, thick, gooey strands of pre had already started dribbling down from the tip of his cock, some dropping to the floor while others rolled down his shaft and balls to make his flesh glisten in the light.

Applejack, now on her stomach just a few hoof-lengths away from the stallion’s crotch, rolled her eyes as she looked up and saw the dopey smile on her brother’s face. “Jeez, Mac, you look as happy as a foal down at Sugarcube Corner!” She looked down at his cock and blushed as she noticed it was pointed straight at her face like a large, red arrow. “S-so you want me to… with my mouth?”

“Mhmm...” Reaching between his legs, Big Mac comfortingly patted his sister on the cheek and smiled. “Though, why don’t you start a bit lower? I saw you peeking at mah… apples when I got up to leave...”

Applejack’s cheeks lit up redder than her brother’s. “Oh… O-okay…” She swallowed the sudden buildup of spit in her mouth and looked down at the fat orbs nestled between her brother’s thighs. “Here goes nothing…”

Closing her eyes as she leaned into her brother’s lap, Applejack apprehensively extended her tongue from the safe haven of her mouth and, with a quick, darting motion, tapped it against the stallion’s ballsack. Just that was enough to send shivers up both siblings’ spines, and when Applejack did it a second time Big Mac tilted his head back and moaned.

“H-hey!” Applejack pulled back and pouted at her brother, though the effect was somewhat ruined by the throbbing piece of pony-cock hanging in the air next to her face. “Keep it down! Ah don’t want Granny to hear yah and come investigatin’!”

Big Mac blushed. “S-sorry, but that felt really good…” He licked his lips and smiled, weakly. “Do you think you could… suck on them a bit?”

Applejack’s cheeks turned the same color as the apples on her flank. “S-suck ‘em?” Her tail lifted into the air behind her. “S-sure thing, Mac. Let me just get used to, uh… workin’ with these apples for a bit…”

He nodded. “Okay, sounds- oooooh!”

Shoving a hoof in his mouth to muffle his moan, Big Mac’s entire body tensed up as his sister dragged her tongue across the smooth hills of his balls. The wet warmth was like nothing he had ever experienced before, a kind of lingering pleasure that only amplified as she swiped across his nuts for a second time. A third lick forced his head back against the hay, eyes half-lidded as he stared up at the ceiling in shock.

Down below, Applejack had been slowly gaining confidence each time she lapped at her brother’s balls. The saggy sack was smooth against her tongue, and whenever she pressed her face between the stallion’s legs she could feel their warmth radiating against her face. All in all, she had to admit that it wasn’t half bad; Past a small undercurrent of saltiness, no doubt from their walk to and from Barnyard Bargains, her sibling’s foal-makers really didn’t have much of a taste at all!

What it had in spades, however, was a kind of masculine scent that left her feeling lightheaded enough that she had to pull away and take a breather after only a hoof-full of licks. She continued to stare at her brother’s junk, chest heaving and cheeks flushed as she looked over the haphazard lines of spit she had left on his testicles. The orbs had a strange familiarity to them now, almost as if her first bout of licks had burned away whatever apprehensions she had been feeling at the start and replaced it with a lustful hunger she had never felt before.

Big Mac looked down at his sister, his chest heaving as hard as hers was from pleasure alone. “Why’d you-uuohh my stars!”

Her hunger getting the better of her, Applejack closed her eyes and shoved herself muzzle-first between her brother’s legs. The pillowy cushions of his balls greeted her with a warm, friendly embrace, smothering her lips with soft, scrotal flesh and filling her lungs with that same, masculine scent from before. She moaned against the spheres as his cock flopped against her forehead, the pre-slickened shaft matting down her fur with her sibling’s seed as it throbbed against her face.

“A-Applejack!” Big Mac moaned as the mare started lashing out at his sack with her tongue, jostling the sensitive orbs around between his legs like her life depended on it. “Wh-what are you do-oooooohhh!”

Opening her mouth as wide as it could go, Applejack scooped one of her brother’s massive ‘apples’ into her mouth and closed her lips around the far side of the meaty orb, encasing it within the warm, wet prison of her maw. She moaned as she felt it’s hefty weight settle against her tongue, the vibrations resonating against the seed-silo as it tried to churn out more of her sibling’s seed. Her tongue swirled around it like a furious snake, coating each and every inch of its smooth surface in saliva until she couldn’t taste anything but flesh.

Opening her eyes, the young mare glanced up at her brother and smiled around the thick orb bloating out her cheeks like a chipmunk's. Big Mac, mouth hanging open and hooves resting at his side, had pressed his body against the bales of hay behind him and had his head tilted towards the ceiling. Applejack’s eyes fell half-lidded as she watched him twitch and squirm with each drag of her tongue, her brother’s muscles rippling underneath his fur as she serviced him. The thought that she, his very own sister, was bringing him such pleasure caused her hunger to multiply several times over, so much so that she wasn’t sure how she could ever sate it.

But she could certainly try.

Big Mac gasped as Applejack released his spit-soaked ball back out into the air with an audible pop, his angrily throbbing cock flexing against his stomach as it begged him for some relief. He would have loved to do nothing more than give it some himself, but before he could even think about lifting a hoof his lust-crazed sister had already taken his other nut between her hungry little lips.

“A-Applejack, could-” He bit his bottom lip to stop another moan from ringing out. “Could you m-move on? I’m g-getting close!”

Applejack, either not hearing him as she hummed around his testicle or just not caring about what he said, continued to nurse on his balls like a foal would their mother. He tried to get her attention again, but the constant waves of pleasure numbing his mind turned each attempt at speech into a gasp or a groan. So, without that as an option, the quivering stallion used what strength he had left to lift a hoof and place it against his sister’s cheek.

“Hmm?” Applejack opened her eyes and looked up at her brother. Her eyes met his, and from just the amount of need she saw in his eyes she realized he wanted her - no, needed her! - to give him some proper relief.

Pulling back from her brother’s lap, Applejack let her brother’s evenly-glistening sack plop back out onto the barn floor. She didn’t stay for long, though, not with the incessant hunger egging her on from the back of her mind, but, this time, she aimed herself towards the pre-slickened tip of her brother’s stallionhood.

A shocked gasp broke into a weak croak as Big Mac felt his sister’s plush lips wrap around the sensitive head of his cock. He stared down at her for a moment, eyes wide in amazement as he realized his sister was about to give him a blowjob. Her eyes locked with his for a moment, and he swore he could see a mischievous glint in her gaze before, closing her eyes once more, she dragged her tongue across the broad tip of his flare.

“Oh my sweet Celestia!” Big Mac bit his bottom lip and hissed a moan through his clenched teeth. “Oh my stars, that feels amazing!”

Applejack hummed in approval around the stallionhood in her mouth. With her brother being so large both in body size and in cock size, she could only fit the head and about half-a-hoof of his shaft past her lips. That happened to be more than enough, though, because as she started circling her tongue around his pulsing prick the fat orbs beneath it repaid her earlier ministrations with a healthy dollop of pre. The salty-sweet fluid was like nothing she had ever tasted, and as she lapped at the head of his cock like a dog would a bowl of water she swore she could sense the faintest taste of apples in his pre.

Big Mac shivered as his sister continued sucking his cock, his legs weakly kicking out on either side of the hungry mare’s body. The pleasure he had felt as she had been sucking his balls was incredible in itself, but it was nothing compared to what he felt now. It felt like the top of his shaft had been encased in a warm, wet cavern that squeezed around it like a vice. In fact, it was so pleasurable that he could already feel the pangs of an oncoming orgasm, one that felt hundreds of times larger than anything he had ever had during his ‘me’ time back in the sanctuary of his room.

“Applejack…” The young stallion began to take heaving breaths, mind focusing on anything but the mare between his legs to prolong the euphoria coursing through his veins for as long as possible. “I’m close…”

Applejack replied to his comment with another hearty moan around his cock, and when the feisty mare started using her hooves to rub at his balls - no doubt trying to milk the heavy apples of their juice - he brought his down to the back of her head. “Celestia above, AJ… How are you so good at this?”

Applejack smiled and pulled her head off of his cock. “Th-thanks… Whew, I gotta say, this here is hard-hmph!”

Big Mac let out a long, drawn-out sigh of pleasure as he shoved his sister’s head back onto his cock, sinking an extra inch further past her lips in the process. “Sorry, Applejack… Suck now, talk later…”

Applejack would have rolled her eyes and grumbled at her brother had it not been for the fact that the wide head of his cock had just slipped into her throat. Her eyes widened as he continued pushing on the back of her head, causing his meaty shaft to slowly slide down into her gullet like a fat snake looking for a new home. Hundreds of emotions passed through her all at once; fear, longing, disgust, and even a little bit of love. But, above all else, she felt a burning need ignite between her legs, one that only grew hotter as she imagined that the bulge of her sibling’s dick could be plainly seen against the light-orange fur of her throat.

Of course, it was only a matter of time before the fact that her brother’s cock was acting as an air-proof plug started to sink in. Luckily, as Big Mac slipped the last couple inches of his shaft past her lips, he reversed direction and began pulling her away from his cock.

With a wet pop the log of pony-flesh popped from her mouth, letting her cough into a hoof to clear her airways of the snail's trail of pre it had left in its wake. “Jeez, Mac, I thought for a moment there that-”

She never got to finish her sentence. Had she been paying attention to her brother’s clenched-up face as he withdrew she might have been able to prepare herself for the coming cum-pocalypse, but as it was she was completely caught off guard as he let out a loud, bellowing moan and the first blast of seed rocketed out of the tip of his cock to splatter across her cheek.

“H-hey! Watch what-”

Again her words fell into silence as the second salvo of seed, this one no less voluminous than the first, fired out of his stallionhood-turned-gun and struck her right between the eyes. Luckily, none of the sticky substance was able to land directly in either of her eyes, though the gasp that resulted from the unexpected white-wash gave the third blast a clear shot right onto the tip of her tongue.

Which, as the stallion-cream swirled around her tongue, was enough to shut her up for good.

Laying on her stomach with her eyes closed between her brother’s legs, Applejack settled for holding her mouth open as wide as it could go as splattering after splattering of seed arced through the air and landed on her face. Her cheeks, her forehead, her mane, her mouth, nothing was safe from the onslaught of stallion-cream, the apples she had so deliberately taken care of earlier repaying her for her efforts ten-fold. In fact, by the time Big Mac sighed and slumped against the bales of hay, most - if not all - of her face had been plastered in her brother’s genetic goo.

“Mmm… Dang, I needed that…” Big Mac chuckled, the euphoric afterglow of his orgasm slowly settling in. “I must say, that wasn’t half-bad, AJ. Might have to get you to lie about things some more!” He looked down at his sister, eyes widening as he saw the scene of devastation before him. “Oh my… Did I do that?” He sheepishly rubbed the back of his head. “Sorry, AJ, guess I was a little pent up…”

Applejack chuckled and used both of her hooves to wipe away the cum from her eyes. “Pff, yeah, I guess so!” She looked down at her chest and sighed as she saw various strands of the sticky stuff haphazardly strewn across her chest. “Jeez, I’m gonna have to go wash up ‘fore dinner… No tellin’ what Granny would think seein’ me like this!”

“Seein’ you like what?”

Both siblings’ eyes widened in terror and, in perfect synchronization, they turned towards the barn door. There, sticking her head in through the top half of the door, was the one pony they really, really did not want to see…

“Uh…” Applejack smiled and weakly waved a hoof, strands of her brother’s cum dripping from her face. “Hi, Granny!”

Applebloom looked at her sister with wide, awe-filled eyes. “Ah can’t believe you told all those lies!” She looked over at the far barn-wall. “And ah REALLY can’t believe you and Mac… did stuff right over there!”

Applejack smiled. “It’s not a story ah’m proud of, but it taught me a lifelong lesson about being honest.” She looked over at her brother and smirked. “And it taught Big Mac over here to be a little quieter during our private get-togethers. Turns out, the barn’s walls ain’t that thick and, well, when he let out that big, bellowing moan, Granny heard it all the way from the kitchen!” She turned her gaze back to Applebloom and nodded her head, wisely. “Ah hoped you learned something, too.”

Applebloom perked up. “Ah sure did! I learned that nopony starts out perfect and sometimes you gotta make a few mistakes to figure out who you are.”

Big Mac nodded. “Eeyup.”

Standing, Applebloom glanced towards the door and smirked. “Plus, I learned that I really need to stop having sex in the barn! To the clubhouse it is, then!”

With that, Applebloom marched past her stunned siblings and, thankfully, sleeping Granny and threw open the barn doors, disappearing past them without another word.

Applejack looked at her brother out of the corner of her eyes. “Did she…?”

Big Mac nodded, weakly. “Eeyup…”

“Huh…” Applejack spared a glance over at Granny and, seeing the mare snoozing away in her rocking chair, turned back towards her brother with a grin. “Say, wanna go another round back in my room?”

Big Mac smirked. “Ah thought you’d never ask…”

Episode 24 - Wingponies For Life

“Tch, told ya I’d ace that little test... “ Sky Stinger smiled and dropped his duffle-bag onto the locker-room floor, opening it up to reveal his brand-new, blue-and-yellow Wonderbolts uniform inside. “I knew I’d be accepted into the ‘Bolts in no time! Now to get my picture up on that wall...”

Vapor Trail giggled. Sure, the ‘little test’ they had just been through was nothing more than the entire entrance exam into THE most prestigious flying group in Equestria - and they might have had their fair share of troubles just getting to that point - but her wingpony had done an amazing job during it. “Yeah, no time at all!” She mimicked the stallion’s actions with her own, unzipping her bag and taking out her brand spanking new flight-suit. “Wow, these are really cool looking!”

Sky smirked, playfully. “Yeah, and I bet I look really awesome in mine!”

Vapor smiled as the stallion bent over to pull his uniform from the bag. “I’m sure you will!” She watched him struggle with his suit for a moment, barely able to contain the indescribable amounts of mirth she felt building inside her chest. It felt like she just wanted to fly circles around the locker room, hooping and hollering as loud as she could that the both of them had actually made it into the Wonderbolts.

And sure, it was an amazing accomplishment for herself, but who she was the happiest for was her one-and-only wingpony and best friend in all of Equestria, Sky.

Her smile warmed as she watched him continue to try and remove his uniform from the bag, the sleek suit stuck on something that neither of them could see. He tugged and pulled, but it seemed like it just wouldn’t budge! So, as any good friend would do, Vapor made her way over and bent down to help, reaching into the opening of the bag to-

Their cheeks touched.

Sure, it was only a slight graze of fur, but to her, it felt like a crackling bolt of lightning had struck her head on.

Both Sky and Vapor pulled away from the bag, cheeks flushed as they looked at anything else in the room but each other. Coughing into her hoof, Vapor took a step back and sheepishly ruffled the back of her mane, a worried smile forming on her lips. “Uh, sorry about that. It just looked like you were having a little trouble…”

Sky smiled and rubbed the back of his neck. “Jeez, Vapor, I know you had to help me out with my flying and all...” He looked at her and grinned. “But I hope I can at least get my dang suit out by myself!”

Giggling, Vapor shrugged her shoulders and took another step back to give her wingpony plenty of space. “Sorry, sorry… Guess I’ll just let you handle this one!”

Sky smirked and shoved his hooves back into the bag with a hearty chuckle, body bending over as he started rummaging around for whatever had hooked onto his suit. “Thank Celestia Spitfire isn’t here to see me… The first Wonderbolt who couldn’t get his dang uniform out of the bag? I’d never live it down!”

Vapor playfully rolled her eyes as the stallion started tugging once more, his frantic movements forcing her to take another step back. “I’m sure it’s just caught on the zipper or something. Did you try… try…”

Her eyes widened as something caught her eye. “Oh, my…”

The world around Vapor seemed to pause as, nestled between the two golden lightning bolts on his flank, she got an eyeful of her wingpony’s plump sheath and matching balls. Eyeful being the understatement of the century; With her behind the stallion and him bent over as he fiddled with his suit, the dark blueish-green orbs of his testicles hung barely a hoofstep or so away from her face each time his tail swung to the side. With him usually not wearing any clothes she had seen them plenty of times before, especially when out flying with him, but whether it was due to the closer-than-normal proximity or that euphoric high she was still on from passing the exam she just couldn’t seem to tear her eyes away from them.

“Uh…” She looked around, finding nopony else in the locker room. “Hey, uh, Sky?”

“Mmm?” Bending further down to shove his head in the duffle bag, Sky gave his friend an even better look at the goods dangling between his legs. “What is it, Vapor?”

Vapor bit her bottom lip. Damn, he did look good, with or without the uniform! “There’s, uh… There’s nopony here at the moment-”

“Ah ha!” With one last tug Sky pulled his flight suit from the bag, denying Vapor of her two orb, one shaft show as he stood up straight and turned around. “There we go! See? I don’t need your help for everything!”

Vapor smiled, weakly. “Eh heh… Yeah, you, uh… You did it!” She licked her lips. “But, uh, did you hear what I said?”

“Hmm? Oh, yeah.” Sky quickly glanced around the locker room. “Yep, nopony but us here!” He smirked and gave her a sly little wink. “Guess the rest of the trainees are still out there trying to pass the exam, huh?”

Vapor, mind still on her friend’s junk, gave the stallion a wink of her own, though not one he could see standing in front of her. “Yeah, I g-guess… But, um, do you…” She blushed and sheepishly rubbed her foreleg. “Do you know what that means?”

“Hmm…” Sky lifted his suit into the air and examined it. “No, not really!” Draping the uniform over a nearby bench, the stallion turned back around and began wedging himself into the tight-fitting suit, once again accidentally revealing his unmentionables to the mare behind him. “What- ah! What do you think it means?”

Vapor rubbed the back of her head. This was harder than she thought! “Well, with nopony here, we can basically do whatever we want, right?”

With a grunt of effort, Sky pulled the uniform back off his head and gave it a disappointed scowl. “Dang, these things are tight!” He sighed and put it back down on the bench. “I mean, yeah, I guess we could do whatever… Do you have something in mind?”

Vapor started nervously tapping her hooves together. “Well, I mean, we did just pass probably the biggest flying exam in all of Equestria, so… We should do something to celebrate!”

“Oh yeah?” Sky tapped his chin in thought as he looked at his uniform, wondering how in the hay anypony managed to fit inside of it. “What do you want to do?”

Vapor had to bite her tongue to stop herself from blurting out her desires as Sky took a seat on the bench facing her, legs spread out as far as they could go as if he was purposely showing off his junk to the world. “I was thinking that, just maybe, you would like to… like to…” She shook her head, embarrassment getting the better of her. “Have you… Have you ever had a marefriend?”

Sky’s face scrunched up. “A… A marefriend? Where is this coming from all of a sudden?” He looked up at his friend and smiled. “Jeez, Vapor, I know I’m awesome and all, but you’re sounding like you want to celebrate becoming a Wonderbolt by banging in their locker… room...”

He froze as Vapor, his best friend for nearly his entire life, blushed and ever so slightly started nodding her head. “Wh-what? Really?” He stood, cheeks flushed red with embarrassment as he looked the mare in the eyes. “This is so sudden, Vapor! Do you have feelings for me? How long have you had feelings for me?” He gasped. “Have you been trying to tell me that you love me, but I’ve been too blind to see it? Oh Celestia, I’m like those stallions in those movies where the mare tries to get with them but he’s so naive and-”

Vapor shut her wingpony up the only way she knew how - with a kiss on the lips.

Sky’s eyes widened as Vapor’s fluttered closed, though as he felt her plush lips press against his own he relaxed into it and moaned. Vapor shivered at the sound, a gasp forcing itself from her lungs and, in the process, opening her mouth wide enough to let Sky’s inquisitive tongue venture past her lips and into her maw. Both ponies moaned as their tongues entwined, the warm, wet muscles dancing around each other much like the two pegasi did in the air.

Vapor would be the first to pull back, cheeks red as she opened her eyes and looked at her beloved wing pony in the eyes. Sky, however, would be the one to break the awkwardness with a smug smile and a hearty chuckle as he said, “Guess you couldn’t resist my dashingly good looks forever, huh?”

Vapor chuckled. “Shut up, you goof.”

The two ponies giggled together, faces inches apart as the world faded to nothingness around them. Sky stared into Vapor’s eyes for a moment, the happiness he felt about passing the Wonderbolts exam drowned out by the happiness he felt seeing love in those big, light blue eyes. “So, uh…” He looked around. “There’s nopony here at the moment. How about we take this over to the bench and, uh… celebrate passing the exam?”

Vapor chuckled. “Sure, Sky, that sounds like a great plan…”

Sky smirked. “Of course it is. I made it, didn’t I?”

Rolling her eyes, Vapor pulled away from the stallion and, batting him in the face with her tail in passing, made her way in front of one of the benches and sat down on the cool, locker-room floor. “Yeah yeah yeah, sure you did… Now get your butt over here so we can start!”

Sky chuckled. “Jeez, Vapor, you really want me that much?” He shrugged and started walking towards the bench. “Guess I can’t blame you. If I was a mare, I’d want to get with me, too!”

Vapor giggled and, with a light shove, pushed the bench back so it was resting against the lockers lining the wall. “Just sit down, Sky. I don’t want Spitfire or any of the other trainees barging in and finding us!”

Sky smirked and did as he had been asked, sitting on the bench with his back against the lockers and his front facing Vapor. Then, much as he had done earlier during Princess Twilight’s lesson, he stallion-spread as far as he could go, showing off his personal bits as they dangled off the edge of his seat. “There, you happy?”

Vapor licked her lips at the sight. From behind was one thing, but facing her wingpony’s junk head-on was something else entirely. “Oh yeah…” She looked up and smiled. “Now, just relax and let me handle this. You deserve it after everything you did today…”

Chuckling, Sky crossed his forelegs behind his head and leaned back with a sigh. “You’re right, I do-oooh my sweet Celestia!”

Vapor giggled, through her eyes were on the small, wet patch she had left in the center of her wingpony’s balls. She leaned in again, this time closing her eyes in the process, and laid another kiss against the plump orbs, loving how warm they felt against her lips. She moved down without pulling back and smooched the bottom of his sack, jostling the seed-silo’s around as she opened her eyes and looked up at her friend.

Sky, panting in need, looked down at Vapor and blushed as he saw the burning desire in her eyes. He didn’t get to see it for long, however, for his rapidly inflating stallionhood pushed itself into the air and blocked her face from view. Not that it mattered anyways, for as soon as Vapor disappeared behind his cock she started licking at the base of his testicles, bathing the orbs in spit and sending shivers up his spine that forced his head back against the lockers behind him.

“Gah!” Sky bit his bottom lip as the mare between his legs started nipping at his balls, taking bits of skin between her lips to lash out at with her tongue. “Gosh, Vapor… You love my big, fat balls…”

Vapor moaned at his words. Sure, the testicles pressed up against her muzzle were rather average in size, but the fact that they were Sky’s made them the greatest pair in all of Equestria. So, like any good wingpony would do for their favorite flying partner, Vapor did as the stallion above her had asked, opening her mouth as wide as it could go to fit both his balls into her mouth.

Sky gasped as Vapor moaned around his sack, vibrating his churning orbs in the most pleasant way imaginable. With a surge of strength he craned his neck and looked down, his erection flexing between his legs as he saw Vapor’s bloated-out cheeks on either side of the throbbing shaft. “Yeah, that’s it…” He reached down and wrapped a hoof around his cock, jacking himself off as his childhood friend nursed on his balls below. “Suck those nuts…”

The two pegasi stayed like that for a moment, eyes closed as one moaned around the orbs in her mouth and the other took deep, heaving breaths as pleasure flooded his system. Something suddenly dripping on Vapor’s forehead would bring about the end, however, for as she opened her eyes and looked up she saw thick drops of pre oozing down the sides of his shaft.

With a slick pop Vapor released Sky’s spit-slickened sack back into the air, the churning orbs hanging low off the edge of the bench. She smiled and gave the orbs a parting kiss, causing the dark bag to sway back and forth as she headed for higher pastures.

Looking down, Sky smirked as he watched Vapor slowly rise towards the tip of his shaft, her eyes crossing slightly as focused on the broad, bloated flare between his legs. “Had enough stallion nuts for one day? Or did you see my huge cock and feel the need to have a taste?”

Vapor rolled her eyes, lips curved up in a smirk. Sure, while she hadn’t exactly seen many to compare it to, Sky’s stallionhood, much like his balls, was rather average in size. But the slick drips of pre dribbling from the tip made it look so appetizing, and as her mouth began to water she leaned in and took a taste.

Sky let out his loudest moan yet as Vapor wrapped her lips around the head of his cock, the bloated tip just barely able to fit inside the warm, wet confines of her mouth. He then let out an even louder one as she dragged her tongue across its flat surface, scooping up whatever pre she had milked from his balls to swallow it with an audible gulp. Her plan of giving him a clean cock-tip backfired, though, for the electric bliss that lit up every nerve ending in his flare drove more of the sticky stuff out of his cum-filled orbs.

“Mmm…” Vapor closed her eyes and savored the taste of her wingpony’s pre. The salty-sweet fluid was like nothing she had ever sampled before, and if Sky had the chance to speak he’d no doubt be pointing out that his must be the best tasting ever if her energetic licks against his shaft were any indication. Not that he could, of course, especially not as she started shoving inch after inch of hard cock-flesh into her mouth.

“Ohhh… Oh yeah…” Sky spread his legs out further, giving the hungry mare between them more room to work with. It felt like his cock was sinking into a tub of warm butter, each inch of his shaft lost within Vapor’s mouth subject to some of the most potent pleasure he had ever experienced.

Which soon became a problem.

“V-Vapor!” Reaching between his legs, Sky pulled his wingpony’s head away from his cock just as she passed the wide band of his medial ring. His cock flexed as it was blasted by the colder air in the room, balls screaming at him as his barely-avoided climax slunk back into the shadows.

Vapor, after daintily coughing into her hoof, looked up at her friend’s face and smiled. “Jeez, Sky, you could have just told me that you were close…”

Sky’s eyes widened. “C-close? I wasn’t close! My stamina is, like… amazing, and stuff! I have no idea what-mmph!”

A kiss to the throbbing head of his cock cut him off, though rather than impaling herself face-first onto his cock again Vapor suddenly stood to put herself face-to-face with him. “Okay Mr. Endurace, how about we move on to something more… cooperative…”

Sky’s eyes widened and cock throbbed as Vapor turned around, tail hiked up and over her back to show off the bright-pink lips of her marehood, and made her way over to the bench on the opposite side of the room. Putting her forehooves on the wooden seat while keeping her hind-legs down on the floor, the pegasus leveled a heated gaze over her shoulder towards him and, with nothing but a teasing shake of her plot, begged him to come over and continue their celebration.

Sky gulped, nervously. “Y-yeah, okay… Let’s do this…” He stood, wincing as his stallionhood bobbed between his legs and slammed into the inside of his thigh. “Just, uh… get ready, causing I’m going to, uh… fuck you good!”

Vapor rolled her eyes and smiled. “Sure you are… Now, c’mon!” She widened her stance, causing the plump lips of her pussy to pull apart just enough to give him a peek at her bright-pink insides. “Fuck me good!” With that, the mare turned around and braced herself against the bench, ready for some rutting.

Sky, though, paused just a hoof-length away from his childhood friend. It wasn’t that he didn’t want to - the rigid erection between his legs was a testament to that - but just having her mouth on his member had nearly been enough to make him blow his load so soon! What if he mounted her and only lasted a few thrusts? What if she was left feeling so unfulfilled that she disowned him? What if-

“Hey.”

Sky jumped back as he looked up and saw Vapor’s worried face. “Wh-what?”

Vapor gave her worried wingpony a warm smile. “Don’t worry about it so much. You don’t have to be incredibly amazing at everything!” Her grin turned devilish, and with another shake of her ass she drew his gaze back to the honeypot between her legs. “Just take it one thrust at a time…”

Sky blushed. “Y-yeah, I can do this…” He grinned, though whatever smugness he hopes to exhume was ruined by the uncertainty in his face. “Tch, I’m probably a natural anyways! No problem!”

With one last moment to center himself, Sky took his last step forward and, rearing up onto his hind-legs, mounted his wingpony from behind. Both ponies gasped as his stallionhood slid between her legs, rubbing itself against the perky mounds of her teats and the sopping wet lips of her pussy. Vapor shivered as she felt her friend’s hardened rod rub her winking clit, the bulbous bundle of nerves repaying the favor by laying fluttering kisses up the length of his shaft.

Pulling back his hips, Sky looked down at the back of his wingpony’s head and, lining the tip of his cock with the gates to her marehood, made one last quick prayer to Celestia before he pushed his hips forward. The wet sound of flesh piercing flesh was drowned out by their dueling moans, groans of pleasure that only grew louder as inch after inch of stallion-cock sunk into mare-pussy.

“Oh, Sky…” Vapor’s clit winked out into the air as the stallion’s medial ring slipped inside her body. “That’s it… Get it all in there…”

Teeth grit as sweat poured down his forehead, Sky gave one last, hard jab of his hips and, with a meaty thwack, sunk himself to the hilt inside his wingpony’s velveteen depths. He held himself there for a moment, loving how her passage squeezed each and every square inch of his cock like an expert masseuse.

Vapor, however, would not be denied her promised fucking. Leaning forward so as to pull Sky’s cock from her fluttering depths, the pegasus abruptly shoved herself back into the stallion’s lap to impale herself on his cock. A gasp turned into a weak croak as she did it again, and before Sky had a chance to recover he suddenly found himself with a bouncing mare in his lap.

“V-Vapor!” Sky bit his bottom lip and grabbed the mare by the waist, though he lacked the strength to do anything but hold on for the ride. “T-take it easy! I d-don’t want to h-hurt you!”

Vapor, mouth open and tongue lolling out of her mouth as she fucked herself with Sky’s cock, leaned her head back and let out a long, drawn out moan as her wingpony’s spit-covered sack slapped into the base of her marehood. “D-don’t worry about m-me! Just worry about-ah!”

With a surge of effort Sky began rocking his hips in time with her thrusts, causing his wildly throbbing cock to punch deeper inside of her than ever before. Within moments the two had perfectly synced their movements, one pulling back as the other pushed forward and vice versa. Loud smacks echoed off the walls around them, mixing in with their grunts, groans, and gasps to form a lewd symphony of love making within the Wonderbolts locker-room.

“V-Vapor…” Sky gasped as he bottomed out inside the mare for the umpteenth time, warm strands of her juices clinging to the base of his balls. “I’m close…”

Vapor moaned, her own climax a bit farther away. “G-go ahead…” Stealthily snaking a hoof underneath her body, she started furiously rubbing at her clit each time it winked out into the air. “I’ll b-be fine…”

Back arching as his body hunched over Vapor’s, Sky traded speed for power as he began to ram himself into the mare’s lithe form. Each subsequent thrust brought him closer and closer to the edge, and as he got his first peek past the highest peaks of pleasure he leaned down and gently bit down on the scruff of her neck.

With one last, Equestria-shattering thrust and a deep, muffled moan around her neck, Sky buried himself to the hilt and began dumping his load deep into his wingpony’s body. Sure, it wasn’t the legendary buckets of cum she read about in some of the more racy clop-fiction she read, but it was more than enough for her to feel it warming up her womb. That, plus the fact that it was his was all it took to send her into the throes of orgasm, marehood clenching down on Sky’s spasming stallionhood to milk it of all his seed.

Both ponies quivered atop the bench as their respective climaxes came to an end, thick strands of mixed seed dribbling down their legs to form a small puddle on the floor. Sky, legs weak from the physical exertions that come with a good round of rutting, let his belly rest against the pegasus’s silky-soft wings as he tried to catch his breath. Vapor, nearly comatose as she guided herself down from the heights of pleasure with light rubs to her cum-filled pussy, sighed in relief as the burning need that had been plaguing her since seeing her wingpony’s junk finally subsided.

Sky, chuckling, nuzzled the side of Vapor’s neck and sighed. “Want me to pull out?”

Vapor giggled, giddy beyond belief. “No, keep it in for a moment... “ She arched her head back and turned to look at him over her shoulder, heart warming as she saw the happy smile on his face. “So, I take it you liked it?”

Sky grinned, smugly. “Psh, of course I did! I am amazing at everything, after all!” His smile warmed. “Plus, anything involving you is bound to be awesome…” With that, he gave the mare underneath him a quick kiss on the cheek and closed his eyes, sighing as he rested atop her warm wings.

Vapor smiled. Sure, he could be full of himself sometimes, and sometimes he didn’t thank her as much as he could.

But she loved him just the same.

Episode 25 - A Princess's Cry for Help

Starlight nervously walked through the streets of Our Town, eyes darting from house to house as she waited for something, anything to happen. Strangely enough, even though there were tables full of confectionary delights and various celebratory banners hung up all over the place, not a single pony was out on the street. Of course, with Luna’s moon hanging high overhead, the fact that they all could be sleeping did pass her mind, though that didn’t explain why they had left all their party food out in the cold, night air.

And then, just as a pair of tumbleweeds rolled by, every door opened simultaneously to reveal the citizens of Our Town, each with a strangely stoic look plastered on their faces.

Starlight gave Double Diamond her best smile as he walked past without a word. “Hey, I wanted to apologize for my behavior earlier…”

No response.

Starlight was starting to get worried, at least until a familiar party pony marched on by. “Party Favor!” Again, nothing. “Can you hear me?” She waved a hoof in front of the stallion’s face.

Nothing.

“I told you to never speak to them again!”

Starlight looked around, unable to decipher where the strange, disembodied voice was coming from. At least until she looked down the street, where a familiar group of six mares was walking towards her with some rather mean-looking scowls on their faces.

Starlight took a step back. “What are you all doing here?”

Twilight stepped forward, eyes glaring straight into her soul. “Making sure you do what I said! I’m your teacher, aren’t I?” The mares started moving forward as a single unit, each one looking like they were ready to kick some Starlight-butt. “Didn’t I say to never come back here?”

Starlight did her best to match them step for step, though it didn’t help the building terror inside her chest. “Yes, but, that just doesn’t seem right! You aren’t acting like yourself…” She pointed towards Twilight, worry plainly written on her face.

“Something is wrong!”

“Something is wrong!”

Starlight looked around. Somepony had quite clearly said the same thing as her at the exact same time she did, though there didn’t seem to be anypony else around. A shiver raced up her spine as a chilly breeze wafted past, one that, as it reached the six mares continuing to glare daggers in her direction, magically blew them away as if they were dust.

“A… dream?” A lightbulb lit in Starlight’s head. “This is another dream!”

“Starlight…”

There was the voice again, and this time she heard it well enough to put a face to it. “Princess Luna?”

Princess Luna, half-way across Equestria and deep within the depths of the Changeling Empire, fearfully glanced over her shoulder as she heard a familiar-sounding gasp coming from behind her. Celestia, her brave, brave sister, was single-hoofedly trying to hold off the horde of dark creatures attempting to wear them down to the point that they could put them into a kind of stasis cocoon she had seen Twilight and her friends put into before. Normally this wouldn’t be much of a problem, what with being Alicorns and all, but for some reason their magic had been dampened as soon as they had been unexpectedly taken from their home back in Canterlot. It was as if the constantly-changing walls around them were sapping them of their strength, reducing them to nothing more than average, everyday ponies as they fought against seemingly never-ending waves of angrily snarling Changeling drones hell-bent on taking them down.

They did have a small glimmer of hope, however. While she lacked the magic to open up new connections to ponies wandering about the land of dreams, it seemed as though some of her more recent night-time visitations were still open, if only slightly. Starlight’s had been the obvious one to choose; Luna knew she was Twilight’s personal protege in the science of Friendship, and if there was anypony who could muster up a rescue party, it was her. So, with a couple mid-battle shouts to her sister, Luna had opened a connection in the nearby wall as Celestia fought her hardest to buy her some time.

Now, however, as her eyes met her sister’s, she could tell that time was wearing thin. Beads of sweat rolled down her normally regal-looking face as she bucked and kicked as many Changelings as she could, each one slower and weaker than the last. In fact, as Celestia made one such kick against a drone leaping at her through the air to send him flying back into the opposite wall, a Changeling darted underneath the larger pony before she could recover and shoved its head between her legs as they came back down, looking much like a young foal nursing from its mother as it attacked the weak spot underneath her tail.

“L-Luna, hurry!” Celestia tried to tear the drone away from her crotch, leaving her open for another insectile form to latch onto her chest and start licking the soft fur lining her throat. “I c-can’t hold them off for much longer!”

Feeling panic start to set in as the lewd sounds of Changeling-tongue eating pony-pussy reached her ears, Luna whipped back around towards the portal in the wall and tried shouting as loud as she could. “Starlight Glimmer!”

Another gasp, this one more frantic than the last, and as she took a terror-filled glance over her shoulder she watched as Celestia, quite possibly the strongest being in all of Equestria, fell to her knees against the swarm of drones descending upon her like a pack of wild Timberwolves. The drone underneath her quickly stepped to the side to avoid being crushed, only to dart around behind her and, after pausing for a moment as the Alicorn’s long, white legs frantically kicked around in a feeble attempt at defending herself, shoved its head underneath her flowing tail to get at the succulent treasures hidden within.

A weak croak escaped Celestia’s lips as she felt the warm, wriggling mass of the Changeling’s tongue run across the fat folds of her marehood. The unwanted pleasure shot up her spine and clouded her mind, her muscles tensing up as the creature ground its chitinous chin against her clit. She tried to get her legs back underneath her, but before she could find her hoofing a pair of drones jumped on her sides and began gnawing on the sensitive tips of her wings. Not enough to hurt, but more than enough to light up every nerve in the majestic appendages with electric bliss. That plus their added weight was more than enough to keep her grounded for the time being, giving their fellow drones ample time to close in on their weakened prey.

With an angry hiss a Changeling landed right in front of Celestia’s face, teeth barred and, as she looked underneath it, cock fully engorged with the creatures bright-green blood. She had found out about the peculiar color of the insectile race’s blood after giving one a good kick to the face, and judging by the cuts and scrapes covering this drone’s chitinous form he, too, had been subject to a bit of grade-A Alicorn ass-kicking from the Princess of the Sun herself. Which would probably explain why, even with his dark dick swaying between his legs as slimy strands of pre seeped from the slit at the top, he seemed rather angry as he made his way towards her.

“Y-you-mmph!” The Changelings at her wings began making their way towards the base of the feathery appendages, biting and gnawing at the sensitive skin like they were eating an ear of corn. “You won’t get away with this!”

Luna bit her bottom lip as she watched Celestia hold the drone at bay with her long, pointed spire of a horn. Time was definitely running short; between the rosiness in her sister’s cheeks and the fact that the Alicorn had all but given up hope in stopping the Changelings at her crotch and wings, Celestia would soon fall to the carnal advances of the monstrous horde. A battle unfolded in her mind. Should she give up on contacting Starlight and go save her sister? It certainly didn’t seem as though Starlight could hear her. Maybe the magic-dampening powers of the Hive were preventing her from reaching out-

“Princess Luna, where are you!?”

Luna’s ears perked up just as she made a step towards her sister, wings flared as she got ready to charge into the fray and fight until her last, pre-orgasmic breath. “Starlight?” She leaped back towards the portal, shoving her head through the wall to peer back into the land of dreams. There, standing in the middle of a street in a town she couldn’t place, was the small, scared-looking unicorn who more than likely had the fate of Equestria in her hooves. “Starlight Glimmer, there’s no time!”

A loud thud sounded just behind her, and another peek revealed a rapidly deteriorating scene in the saga of Celestia versus the Changelings. The creatures had somehow managed to roll the Alicorn over onto her side, leaving her completely defenseless as they closed in on her from all sides. The one slurping away at the bright-pink lips of her marehood pressed the attack with manic glee, muzzle scrunching up as he shoved his face hard enough against her pussy to nearly make it slip inside her velveteen passage. The ones at her wings had moved on to licking the silky-smooth fur lining the underside of her stomach, tongues wriggling around her belly like a pair of worms looking to tickle her to death.

“N-no…” Celestia bit her bottom lip as the drone between her legs used his hole-ridden hooves to pry apart her weakly-kicking hind-legs, opening her up for more of his brethren to join in on the feast. A pair of Changelings did just that, landing between her legs with matching smirks before, cheeks pressing against each other as they leaned in towards her pussy, they followed the first’s example and shoved their tongues as far as they could go into her sacred passage.

A shiver raced up Luna’s spine as Celestia moaned towards the gray ceilings above them, eyes wide as she watched another pair of Changelings start to nip and lick at the plump mounds of her sister’s well-rounded teats. More still found various places around the Alicorn’s body to lick and caress, and before long she couldn’t see an inch of white fur amongst the sea of black chitin past her sister’s panic-stricken face.

“L-Lulu!” Celestia gasped as the tongues buried inside the warm, weeping passage of her pussy pulled in two different directions, stretching her inner folds out to create their own personal arena for them to dance in. The dozens upon dozens of tongues running over her body had left her in a daze, and while she normally prided herself on her self-control she couldn’t stop her clit from gleefully winking out into the air as a tightness formed below her waist. “Lulu! I love you, sis-”

Preoccupied with her famous last words, Celestia didn’t notice the Changeling in front of her before it was too late. With a growl and a snarl the drone leaped onto her face, latching onto the back of her head as it humped at her lips like a feral dog smelling a female in heat. The Alicorn grit her teeth and clenched her lips together as hard as she could to prevent the determined drone dick from finding purchase, but the constant flashes of pink from her fluttering folds would prove to be her downfall. A few well-placed licks against her bulbous button of bliss was all it took to force her mouth back open, and before she could finish her gasp of pleasure she suddenly found herself with a mouthful of monster cock.

Luna’s heart sank into her stomach as her sister’s surprised “Grk!” reached her ears, eyes unable to pull away as the Changeling fucked her sister’s mouth. Loud smacking sounds filled the room as the drone’s heavy balls swung into the Alicorn’s chin, and before long the Princess of the Night could see strands of her sibling’s spit sliding down the smooth sack like honey rolling down a pair of plump, black apples.

Luna could only stand watching the drone pump his shaft back and forth between Celestia’s lips for a moment before she turned back towards the portal, fear in her eyes. “You must get help!”

Starlight looked at the Alicorn in shock. “What? What are you talking about? This is just a dream!”

Luna vigorously shook her head as the lewd cacophony of sounds coming from the Changeling-pile grew in intensity. “Not here, in the waking world! They’ve taken my sister and I!”

A moan tore her gaze away from the portal yet again, and what she saw shocked her to the core. Celestia, all the fight apparently taken out of her, laid like a ragdoll on the ground as the dozens of Changelings around her had their way with her formerly pristine body. The one at her mouth, sensing her loss of will, had relaxed enough to unwrap his hind-legs from her neck and had placed them back on the floor, giving him a better stance to work with as he plunged his cock into her slack lips over and over again. The conglomerate of forms between her legs continued their feasting as normal, though one of them, thirst apparently quenched by the bountiful mare-honey pouring from her fat pussy lips, backed away with a grin that showed off its sharp, white teeth and crouched down like he was about to jump.

Then, like a lion pouncing on its soon-to-be-meal, the Changeling leaped up onto her sister’s plot and began wildly stabbing at her behind with the rigid sword between his legs. The other drones hissed and growled as they were knocked away from their juicy prize, though their fellow Hive-mate continued poking around in search of her pussy without a care in the world.

Luna’s eyes widened as she watched that fat, Changeling cock slowly zero in on her sister’s plush, pink folds, heart beating a mile a minute as it prodded everything from the pillowy white mounds of her ass to the small patch of pink skin between her anus and marehood. She gasped as the black rod slipped and sucker punched the round pony pucker beneath her sister’s tail, though she wasn’t sure if she was relieved or disappointed when it couldn’t find enough purchase to penetrate. Instead, it pulled back from the Alicorn’s ass like a snake rearing back to strike and, as if the fates themselves had willed it, pushed forward one final time.

The sight of that large, black slab of drone dick sliding into her sister’s pussy like a key would its matching lock sent a shiver down Luna’s spine, one that grew into an embarrassed heat as she heard the prim and proper Alicorn moan around the cock in her mouth. She turned back towards the portal, cheeks reddened as she felt a warm drop run down the inside of her thigh. “It’s worse than last time! Your dream called to me and I was able to break through…” Another moan, this one accompanied by the smacking sound of flesh slapping flesh, and a second drop of warmth ran down the opposite thigh. “You must find help!”

Starlight was starting to freak out. First all her friends in Ponyville were acting strange, and now the Princesses were, too? “What are you saying? Who’s taken you!?”

Luna opened her mouth to speak, but her words died off as Celestia let out a high-pitched shriek that sent shivers up her spine. She whipped around to find that her sister had mustered the strength to roll back over onto her stomach, denying the hissing Changelings around her access to her most private of parts. Most of them, anyways, for the ones shoving their throbbing members at both ends of her body were still latched on tight, fucking the Princess with a wild abandon neither of them had ever seen before in their long, storied lives. It wasn’t until she looked at her sister’s face, however, that she realized why the Alicorn had cried out in what she had presumed to be fear.

“S-sister?” An ice-cold finger of terror crept up Luna’s spine like a spider crawling up a wall. “A-are you okay?”

Celestia’s only response was a long, drawn out moan, head continuing to bob back and forth as she lewdly sucked the drones’s diamond-hard dick on her own free will. With eyes clenched shut and glowing green strands of cum plastered across the normally pristine white fur of her cheeks, the regal Princess of Equestria choked herself on the Changeling’s cock like a common whore in the back alleys of Canterlot, moaning and groaning as she did. Thick, gooey drops of foreign seed mixed with pony spit and dribbled down her chin as she gasped around the thick log of dark dick-flesh, tongue lapping at the broad, flat head of the Changeling’s flare as more and more of his liquified love was pumped directly into her stomach.

A warmth built in her chest as she drank more and more of the drone’s sweet, succulent honey, the kind of warmth that made you just want to curl in on yourself and go into a deep, deep sleep. She smiled around the cock in her mouth, mind falling into a haze. Why was she fighting the Changelings again? They made her feel so good...

Luna watched, mortified beyond belief as Celestia began rocking her body back and forth in time with the Changeling thrusting away at her hind-quarters. The smacks and slaps of pony-ass meeting drone-balls mixed with the slicks and slurps of rock-hard Changeling-dick pummeling away at dripping-wet mare-pussy, creating the kind of lewd sound that seemed more fitting for an official Canterlot orgy from ancient times than a group of monsters fucking their apparently willing prey.

A flash of movement tore Luna’s attention away from the smutty scene, revealing a group of grinning Changelings slowly approaching her from behind like a pack of giggling hyenas on the hunt. It seemed as though that, even though they had been kicked from the Celestia fuck-fest, their lustful hunger had not yet been sated. In fact, judging by the fiery look in the eyes and the heavy cocks swaying between her legs like big, black clubs, it almost seemed like their thirst for carnality had only grown worse after being denied.

Luna snapped back around and peered back into the portal, eyes wide as she stared at the confused visage of Starlight Glimmer. “Be careful who you trust.” The clop clop clop of Changeling hoofsteps grew louder. “You’ll need all the help you can find!” The snarls were close, so close that she swore she could feel their breath washing over her back. “The Changelings have returned and-”

That was all she could get out before the drones were upon her.

Luna yelped as she was yanked away from the portal, the last thing she heard before it snapped shut being Starlight Glimmer calling out her name. That was the least of her problems, however - the three drones hanging onto her back were doing their best to bring her taller frame down to the ground, much as they had done to her sister, and while her libido felt like giving in she still had a bit of fight left in her.

“Release me, you curs!” A quick flick of her wing shoved one of the creatures off her back, but after skidding across the floor for a couple hoofsteps it simply jumped back up and into the fray. “You shall know what it is like to face the Princess of the Ni-”

Her voice petered off into a weak croak. As she had been attempting to fight off the Changelings on her back, she had failed to notice a pair of drones sneaking up on her from behind. As soon as they had an opening they had darted underneath her tail, but unlike with her sister they did not target the meaty lips of her marehood. Instead, the two Changelings had shoved their faces directly underneath her tail to get at the smaller of the two holes, their tongues battling each other for supremacy within the arena of her puckered rectum.

Luna bit her bottom lip, legs starting to shake as the drones ate out her ass. “Curse you, you… vile creatures!” She turned around to try and stop them, but the two Changelings matched her every step to keep themselves lip-locked with the dark rosebud beneath her tail. She started frantically whipping her tail around, though while such an action worked against insects of the smaller variety it seemed to have no effect on the two bugs latched to her rear-end. “When I get my hooves on you, I’ll- oof!”

A large mass suddenly landed on her back, buckling her knees and nearly sending her toppling over to the floor. She glanced over her shoulder to see a drone sitting on her back as if she was a common farm animal, razor-sharp teeth glistening in the light as it leaned in towards her neck and opened it’s mouth.

Rather than biting onto the back of her neck like she had thought it would, however, the drone did something far, far worse.

“Gah!” Luna fell to her knees as she felt the drone’s tongue run up the entire length of her horn, and as the cackling creature started licking at it like a lollipop she found she lacked the strength to get back up. The pair of Hive-mates underneath her tail relished the new position and began tongue-fucking her ponut in glee, their dual, serpentine appendages sawing back and forth inside her tight passage like a pair of snakes burrowing into their new home.

Luna felt the cold chill of defeat encase her heart as the Changelings still on her back moved to the sides and began gnawing on her wings to keep her grounded, whatever slim hope she had at miraculously fighting off the entire horde and escaping with her sister dying off with each lick against her horn or anus. Worst of all was the pleasure, the indescribable amounts of bliss that made her feel like everything that was happening was good.

‘Please, Starlight Glimmer…’ Luna gasped as the drone on her head rotated a full one-hundred and eighty degrees around her horn, robbing her of her vision as his fat nuts draped over her eyes. ‘You must save us… You must save all of Equestria!’

With that, Luna fell over on her side, whatever fight she had left draining from her body as the swarm of drones had their way with both her and her sister long into the night.

Chrysalis smiled at the scene before her. Princess Celestia and Princess Luna, two of the most powerful beings in all of Equestria, lay passed out at the center of the chamber, bright-green Changeling cum leaking from just about every hole in their bodies. Still several of her drones continued working the mares over, one licking and sucking at the bud of Luna’s ass as a pair of his brethren used Celestia’s regal wings to jack themselves off, painting the mare’s back with more of their cum.

“Enough.” With a wave of her hoof the drones immediately jumped away from the Alicorns and lined up by the wall, many looking battered and bruised but all with half-flaccid, cum-covered cocks dangling between their legs.

Chrysalis smiled. “Good work, my loyal subjects. Now, put these two in their cocoons and put them with the others.” Her grin grew and, with an evil sounding laugh, the Changeling Queen tilted her head back and proudly spread her insectile wings out as far as they could go. “Equestria is ours! Nopony can stop us now!”

The drones cheered for their Queen, confident that their leader had succeeded in bringing Equestria to its knees even as an unlikely band of heroes made their way into the hive...

Episode 26 - Thorax vs. Chrysalis: The Final Battle

“The only thing Thorax has found is what happens to those who turn their back on the hive!”

Starlight felt her heart stop as the black, jagged horn protruding from Chrysalis’s forehead ignited in a bright-green glow, the all-powerful Queen of the Changelings ready to rid herself of the traitorous Thorax once and for all. A simple tilt of her head and the villainous creature unleashed a crackling beam of magic straight into the reformed drone’s forehead, surround his smaller frame with painful-looking sparks of greenish electricity that hurt him just as much as it hurt his friend watching the scene from afar.

Starlight Glimmer jumped forward, panic slipping into her voice. “No, STOP!”

All she could do was watch, however, held back by a pair of Changelings as Thorax was lifted into the air, his face twisted in pain as his former Queen prepared to remove him from this world. “Just as soon as I drain every last ounce of love from him, and show my subjects what a REAL leader is!”

With that, Chrysalis opened her mouth and let out the vilest, most fear-inducing hiss Starlight had ever heard in her life. The effects were immediate as a pinkish, cloud-like stream of love began pouring from Thorax’s heart straight into the Queen’s gaping maw, leaving him feeling numb as an icy coldness spread throughout his veins. He started panting in pain, eyes scrunched up as all the love given to him by everypony he cherished was forcibly taken from him. “I can feel the love inside me slipping away… I can’t hold onto it much longer!”

Starlight’s mind was going a mile a minute. What could they do? Were they really just going to lose after everything they had been through? If only there was some way to show Chrysalis what Thorax had discovered, like if he could freely give her his love-

Her eyes widened. “Then… don’t!” She looked up at Thorax, tears nearly dripping from her eyes as she watched her friend writhe in pain. “Sharing love is what made you different to begin with! You should share yours with Chrysalis!” She smirked, her confidence in her plan growing. “Give her all of it!”

For a split second Starlight didn’t think the small Changeling would go through with it, but suddenly he spread out all four of his hooves and, in a bright flash of pink light that left her blinded for a moment, he opened his heart up to his former Queen. Pounding waves of love crashed into Chrysalis, sending her sliding across the ground and, after a short-lived fight against the powerful energies slamming into her body, sent her flying back into the magic-dampening structure of her throne.

For a moment Thorax stayed suspended in air, a bright-white light shining where his heart should be. Then, in yet another flash of light that forced everypony and everyling in the room to look away, a pink, ribbon-like mass surrounded his body and obscured him from view. By the time Starlight could look back in his direction, Thorax had disappeared inside a bright, crystalline cocoon that floated in the air a couple hooves off the ground. The Changelings that had been holding her back seemed shocked in awe, so, seeing as nopony was doing anything, she walked up to the strange structure and carefully tapped it with her hoof.

Another flash of light, this one brighter than any that came before it, and suddenly Starlight found herself face to face with a creature she had never seen before in her life. An eclectic mix of greens, yellows, oranges, and purples covered the being’s tall, majestic form, and Starlight had to tilt her head back to see the tippity top of its two long, proud horns.

“Th-Thorax?” She took a step forward. “Is that you?”

The creature looked down at itself for a moment, equally as surprised as she was at its sudden transformation. “Yeah, it’s-” He jumped at the sound of his new voice, the kind of voice that, well… let’s just say that it was different from his old one and that if somepony far, far away was writing an adult piece of fanfiction about him they’d have trouble describing it in words. Let's just say it was deeper than usual and move on, okay? “Yeah, it’s me…”

Starlight’s eyes fell to the three, gemstone-like formations on his chest, each one so perfectly pristine that she could see her half-shocked, half-awed reaction in them. “Wow… What happened?”

Thorax glanced over his shoulder at the large, purple wings on his back, eyes widening as he watched them sparkle in the light. “I… I don’t know! I was giving Chrysalis my love and then-”

“You wretched worms!” Both Starlight and Thorax gasped as the nearly-forgotten Queen jumped back down from her throne, her tall, lanky figure landing with a hard enough thud that she had to take a moment to recover. “There is no revenge you can ever CONCEIVE of that will come close to what I will exact upon you two!”

Starlight rounded on the advancing Changeling with a frown. “When Twilight and her friends defeated me, I chose to run away and seek revenge. You don’t have to! You can be the leader your subjects deserve.”

“Silence!” Chrysalis stomped a hoof on the ground, the impact not as strong as she had hoped it would be. “You and that… that…” She paused as her eyes fell on Thorax, the anger in her face replaced with pure confusion. “What in the hay is that thing!?”

Starlight opened her mouth to respond, but large, greenish-yellow hoof silenced her before she could even begin. She looked up at Thorax’s smiling face, and as he turned towards Chrysalis and took a confident stride forward she felt certain that he could make the Queen see the error of her ways. And then, as he walked in front of her, she saw something that took her breath away. Between his newly added height and the semi-transparent state of his tail, Thorax had little in the way of natural modesty.

And by little, there was absolutely none.

Starlight blushed as she gazed upon the transformed Changeling’s genitalia, the heat in her cheeks building as she watched it harden before her very eyes. The shaft was long, much longer than your average stallion’s, with a two-toned blue skin that made it look more like a candy bar than a cock. The length was as smooth as a polished slab of aquamarine everywhere but the tip, which had a series of bumps and ridges outlining the wide, drooling flare of the drone’s impressive masculinity. Thick drops of green pre dribbled from the slit at the middle of the monstrous head, leaving a damp, dark trail behind the Changeling as he marched towards Chrysalis’s stunned form.

Obscuring most of Starlight’s line of sight to the base of Thorax shaft was an impressive set of testicles hanging between his legs in a taut, silky-smooth sack. It, too, had a splattering of bright, neon colors splattered across its saggy skin, almost as if the large, globular balls were designed by some multinational entertainment company for the sole purpose of being sold in a children’s toy line. The love-laden spheres lazily swayed back and forth between his thighs as he walked, and Starlight blushed as, for some reason, the idea that she could use a good dosage of Changeling love came unbidden to her mind.

Chrysalis snarled as Thorax approached, matching his long strides with her own to keep an even distance between them. “Stay away, traitor, or you’ll wish you were dead by the time I’m through with you!” Thorax continued advancing, undaunted by her words, so with an angry hiss she tried blasting him with another bout of her love draining magic. “You are but a mere insect compared to me!”

Muscles tensing up and eyes clenching shut, Chrysalis put every iota of anger in her body into that spell, trying as hard as she could to take all the love from the vile traitor's multi-colored form. But, with a realization that made her eyes pop back open in shock, it didn’t seem to be working. In fact, rather than draining the Changeling’s love and increasing her strength, she felt herself weakening with each second that ticked by, almost as if Thorax’s mere presence was draining the power from her body. By the time she stopped her spell it was too late, and with a weak groan the proud Queen of the Hive fell to her knees, chest heaving as she tried to relieve her shortness of breath.

“What…” She looked up at Thorax, pure hatred in her eyes. “What did you do to... me...?” Her gaze fell down his toned chest and locked in on the thick, club-like appendage pointed straight at her face. “What in the depths of Tartarus is tha-!”

Thorax walked forward, his tall frame towering over Chrysalis as he stepped over her prone form. His massive cock swung side to side, lightly tapping the Queen on the side of her muzzle before settling against the gates to her mouth like a large, stone battering ram.

“Please, Chrysalis…” Thorax pleaded with his former Queen. “Accept my love!”

Chrysalis scowled, teeth clenched shut as she felt the transformed drone’s dick-slit smear a line of pre against her lips. “Never! You’ll never defeat me! I am Queen Chrysa-hrck!”

Being underneath Thorax with her head between his hindlegs, Chrysalis didn’t notice him bending his long, majestic neck down over her back. She certainly felt it, though, when he nudged aside the wispy strands of her tail, and she REALLY felt it when he dragged his tongue across the bright-green lips of her Changeling pussy without warning.

Chrysalis whipped her head around to look over her shoulder, Thorax’s meaty cock mashing into her cheek as she tried to catch sight of the treacherous drone licking at her privates. “S-stop! You shall not touch me there! You are not worthy!”

Thorax continued, licking and slurping at her plump lips to scoop up more of the sweet ambrosia pouring out from deep within. There was no malice behind his licks, however, no anger like a stallion taking their frustrations out with a rigorous bout of pussy-eating on the first willing mare they could find. Each lick was slow, deliberate, like the lips of a lover tending to his soulmate’s most delicate of needs. They were so gentle that his ministrations soon had the desired effect, his former Queen’s flower blooming with a wet wink that teasingly flashed the bright-pink folds of her passage in quite the breath-taking display of raw femininity.

“N-no…” Chrysalis bit her bottom lip, the dark chitin of her cheeks turning a few shades pinker in embarrassment as a pleasant warmth blossomed between her legs. “You… You can’t do this! I am your Queen!” She turned to look straight ahead, gasping as his nearly forgotten cock booped her on the muzzle. “I’ll… I’ll hurt you if you don’t! I’m warning you! I have very, very sharp teeth, and I’m not afraid to use the-oooh my...”

Thorax smiled, his tongue running over Chrysalis’s bright-green bulb of a clit as it punched out against his muzzle, drops of the female’s juices dribbling down his chin. “There’s nothing to be afraid of… Sharing love can actually feel kind of amazing!”

Chrysalis started panting against the Changeling’s crotch, washing his brightly colored cock and balls with warm air as she tried to catch her breath. “You… You…” She took a deep breath and shuddered as her lungs filled with his sweet, musky scent. “Love almighty, why does your cock smell so good!?”

Thorax pulled back from his impromptu meal between his former Queen’s legs and, after standing up straight, glanced between his hindlegs to watch Chrysalis watch his throbbing cock with wide, crisscrossed eyes. “That’s what love can do to you! Love is something that hugs and caresses all of your senses at once, something that Shining Armor and Princess Cadance taught me during my stay in the Crystal Empire that can be given to others in a myriad of different ways!”

Chrysalis blushed, mouth watering as she watched another drop of thick, heady pre tumble to the ground. “I… I…” She sighed in resignation. “Okay! I’ll do it!” She glanced over at Thorax, scowling as she saw the smile on his face. “But not because I’m giving up! I’m simply… curious, is all!”

Thorax nodded, content that that was the best he was going to get. “Good. Now…” He widened his stance, letting his heavy balls hang low between his legs as his cock prodded at her plush lips. “Accept my love.”

Chrysalis grimaced. “Tch… Believe me, traitor…” She turned, facing his crotch to take one last, deep breath of his musk to psyche herself up. “I have plans for you… EVIL plans! But, for now, I shall heed your request like any beloved Queen like myself would do...”

Chrysalis stared at the cock resting against her muzzle for a moment, tracing its smooth curvature from tip to base. The shaft was dark-blue at the base and grew lighter in tone the closer it got to his flare, and while she wasn’t one to normally service her subjects in such a way - drones like Thorax were supposed to please her, not the other way around! - she did have to admit that it looked rather tasty. Not to mention that the fat, well-rounded testicles hanging just past it seemed so bloated with love that her stomach gave a little growl of hunger that brought a blush to her cheeks, her failed spell-castings taking more out of her than she had first realized.

She closed her eyes, her desires clashing with her ego inside the battlefield of her mind, and with a sigh of resignation she leaned in and tapped the head of Thorax’s cock with her lips. A warm, goo-like substance smeared itself across her lips as she pulled away, causing her to absentmindedly lick it off as she pulled away.

Her eyes widened as her tastebuds registered the taste of the traitor’s pre.

It was pure, one-hundred-percent love!

Well, maybe more like ninety-percent love. There was still the usual salty tinge that came with most male’s seed. But other than that, Thorax’s cum tasted of the one thing her kind needed to survive, a kind of sickeningly sweet concoction that warmed her from the inside out as she swallowed it in amazement. Even the tiny droplet that had graced her lips was enough of an energy boost for her to feel it, and as her eyes zeroed in on yet another droplet precariously perched on the peak of his penis she had an idea.

An EVIL idea…

“Oh, my…” Chrysalis grinned as she tried to make her voice as sweet-sounding as possible. “Your cock is so amazing, trai- I mean, Thorax! Maybe I really can see the error of my ways!”

Thorax smiled, proud of himself. “Oh, good! Even with our differences, I still think we can be the best of friends!”

Chrysalis chuckled. “Yes… We can be friends…” Relaxing underneath Thorax and laying on her stomach, the smirking Queen brought a hole-ridden hoof up between his legs and held his cock pointed towards her face. “But I think I might need a little more teaching before I can really… understand the magic of friendship…”

With a smile Chrysalis opened her mouth and wrapped her plush lips around the broad head of Thorax’s cock, theatrically moaning as she dragged her long, serpentine tongue across his flare. Her hoof slid down the underside of his cock as she nursed on it, eventually finding the massive globes of his balls. Thorax shivered above her as she started rubbing the warm, saggy sack, rolling the testicles around inside the vibrantly-colored bag as they churned out more love for her to feed on.

“Oh wow…” Thorax bit his bottom lip as Chrysalis pushed her head between his legs, taking half of his long, blue cock into the warm, wet cavern of her mouth. “This is amazing…”

Chrysalis grinned. Sure, she hadn’t planned on conquering all of Equestria by sucking a drones cock to milk the love from his balls, but she supposed that the ends justified the very, very tasty means. So, as she continued rubbing at Thorax’s testicles like she was polishing a set of large gems, she crammed as much of his cock into her mouth as she could, tongue twisting and twirling around his pillar of lust as more of his scrumptious cum dribbled down the back of her throat.

Starlight watched the scene unfold in complete shock, both she and the entire Hive of Changelings around her with their jaws dropped to the floor. She hadn’t even made a move to save her various friends hanging in the cocoons above her head, eyes glued to where Thorax’s brand-spanking-new love-stick disappeared inside Chrysalis’s stretched out lips. She could even make out the outline of his cock through the dark chitin lining her throat, his massive member forming a lewd bulge as it wormed its way down into the Changeling’s stomach.

Chrysalis continued suckling on Thorax’s shaft for the next several minutes, her strength slowly returning to her as she feasted on his love. Or, at least, her strength had been returning; for some reason, the constant drips of cum into her stomach were giving her less and less of a euphoric high as time went on. At first she thought the large orbs resting against her hoof had simply run dry, but pulling her head back and feeling up the flare of his cock with her inquisitive tongue disproved that theory in a heartbeat. It was almost as if she had reached her limit of love, but while she did feel better it was nothing compared to what she felt before.

‘Hmm…’ Chrysalis hummed around Thorax’s shaft, causing the large, majestic drone above her to quiver in place. ‘Maybe I need to take it someplace else? It almost feels like my stomach is maxed out...’

With a lewd gurgling sound as the thick slab of meat was pulled from her throat and an equally as lewd pop as the flare slipped past her lips, Chrysalis pulled herself away from Thorax’s lap and daintily coughed into a hole-ridden hoof to rid herself of whatever pre was left residing in her throat. “Th-Throax?” She cleared her throat to get the drone’s attention. “I… I think it’s working! I feel so, so much better after sucking your cock! But, uh…” Crawling backward on all four of her hooves, Chrysalis escaped her warm prison beneath Thorax body and stood, eyes glistening in the light as she stared straight into his own. “But I think I need your love someplace else…”

“Oh?” Thorax looked genuinely confused. “Where would that be?”

Chrysalis rolled her eyes. ‘Great, a VIRGIN… This won’t last long...’ Turning around and lifting her tail with a grand flourish, the great Queen of the Changelings lowered her head towards the floor as she raised her hind-end into the air, showing off the bright green lips of her pussy to the traitorous drone behind her.

She looked over her shoulder, cheeks as red as she could make them with her magic to appear as embarrassed her glorious unveiling as possible. “I need it… here…”

Thorax took a step back, eyes wide in complete shock. It was widely known within the Hive that no drone ever even touched the Queen without permission, and as far as he knew noling had been granted the honor of actually fucking her! “Wh-what? A-are you sure?”

Chrysalis nodded her head, her thick bulb of a clit winking out at her fellow Changeling. “Yes… please…”

With a little shake of her ass Chrysalis sealed the deal, luring Thorax in close enough that, as his chest bumped into her rear, his natural instincts kicked in. She faced forward once more, a smug grin on her lips as his heavy weight settled on her back and his thick cock slapped the inside of her thigh. A few testing stabs of his hips later and Thorax found his mark, causing Chrysalis’s grin to widen as his bright-blue member slipped into her bright-green passage.

Chrysalis smiled as her well-thought-out plan came together. Thorax would fuck her for a little while and then drench the inside of her womb with a healthy helping of his warm, sticky, and love-laden seed. Her expert mouth-work had no doubt built his stores of the stuff to extraordinary heights, and she couldn’t help but chuckle as she imagined him filling her to the brim with the very thing that gave her strength.

Her victory was assured.

Or, at the time, that’s what she thought. What followed that thought, however, would be told throughout the ages as one of the most important points in Equestrian history. For Thorax didn’t fuck her for a ‘little while’, oh no. He didn’t fuck her for five, ten, fifteen, or even thirty minutes, either. In fact, for the next hour and a half all concept of time was thrown out the window, the metronomic slaps of his hefty balls slapping into her winking clit the only thing proving that time passed at all. But make no mistake, Thorax didn’t rut her mind senseless like she had expected…

He fucked her just like a lover.

His hips moved back and forth at the perfect speed, not so fast as to finish things in a hurry and not too slow as to make things boring. Each thrust used every inch of his shaft, sinking himself balls deep inside her warm, velveteen passage when he pushed forward and tugging his glistening cock till only the tip was left inside when he pulled back. He even went so far as to lightly nip at the back of her neck and lick at the top of her horn in random intervals, keeping Chrysalis guessing as to when the next mind-numbing blast of pleasure would come.

It wasn’t even like Thorax possessed an amazing amount of body control, either. In fact, as he bit down on the back of her mane and moaned, he had already dumped several loads into his body, filling her with so much of his seed that, if she looked down, she was sure she’d see a small bulge in her stomach. What was worse was the fact that, completely contrary to what she believed would happen, she was starting to feel weaker rather than stronger as time went on.

“Th-Thorax…” Chrysalis gasped as the Changeling started thrusting once more, the obscenely loud slurps of his cock burying itself in and out of her cum-filled pussy causing a real, bonafide blush to appear on her cheeks. “S-stop…”

“Mmm…” Thorax groaned against the back of her neck, drool seeping from the corner of his lips as he pounded away at the soft folds embracing his cock like a long lost friend. “Wh-what?”

“S-stop…”

His thrusts came faster, harder. “Huh…?”

Chrysalis growled underneath him. “I said, STOP!”

With a sudden burst of energy Thorax was sent flying back through the air, his cock slipping from his former Queen’s clenching depths to let his light-green cum seep out from her battered lips. He landed with a soft “Oof!” next to Starlight who, with an embarrassed blush, quickly shooed away the Changeling she had been giving “love sharing” lessons to before he could recover.

“Oh, uh… Thorax! How’s it going with Chrysalis?”

Thorax rubbed the back of his head and, with a helping hoof from Starlight, righted himself back onto all four hooves. “I dunno! I thought it was going pretty good, but then suddenly I was flying through the air and-”

An angry hiss interrupted their impromptu conversation, revealing one pissed-off looking Queen staring right at them with murder in her eyes, the effect of which was somewhat ruined by her prone position on the floor. “Wh-what have you done to me!”

Thorax and Starlight shared a worried glance, the larger of the two turning towards his former Queen with a shrug. “What do you mean? You said you wanted my love!”

Chrysalis growled and tried to stand, but the prolonged bout of banging had weakened her to the point that she could barely move her legs at all. “You… You…” Her body slumped as she closed her eyes. Was this really it? Did she just lose by getting her pussy pummeled by some lowly drone traitor?! Was she, the mighty Queen Chrysalis, really going to lose to a bunch of ponies!?

Her eyes popped back open. No! This was not the end!

Using what little strength was left in her body, Chrysalis stood on wobbly legs and glared daggers at the two who had so thoroughly foiled her plans. “You foals… I will return, and when I do…” She stood a little straighter and did her best evil-sounding laugh, though it came out sounding a bit croaked as thick globs of cum dripped from her pussy. “I will end you!” With that, the Queen of the Changelings spread her wings and launched herself into the air, escaping through one of the many holes in the wall that, as soon as her tail disappeared into its dark depths, closed behind her for good.

Thorax looked up at where Chrysalis had escaped for a few moments and then turned towards Starlight, a frown on his lips. “I… I thought we were going to be friends!”

Starlight sighed and looked up at her still-cocooned friends. Telling them about how they let the Changeling who was probably the biggest villain in all of Equestria get away was one thing, but telling them about what happened just before she could escape would be even harder! Plus, as she looked around at the horde of Changelings around them, a hoofful of which had transformed to look like smaller versions of Thorax - the ones she had helped teach on how to give love as Thorax gave his to Chrysalis - she still had a long day of work ahead of her. And while she could stand to help a few more Changelings reach their full potential, a thought that made her marehood flutter as still-warm drone cum dripped down the inside of her thigh, there was no way she could help an entire hive!

“Hmm…” She sat back and rubbed at her chin in thought, eyes eventually rising towards the conglomerate of ponies hanging high above them on the ceiling. Her gaze bounced from pony to pony, mind going a mile a minute as she looked at all the mares - plus Shining and Discord - just waiting to be freed.

A lightbulb lit in her head. Maybe she didn’t need to be the only one to help the Changelings transform!

She turned towards a group of Changelings behind her, an ear-to-ear grin splitting her face in two. “Hey! You!” The drones turned towards her, uncertainty plainly written on their faces. “Do you guys want to give somepony your love?”

The drones looked at each other for a moment and then nodded their heads.

Starlight returned the nod. “Good.” Turning, she pointed up at her friends suspended from the ceiling and chuckled. “Then get those ponies down from there. I’m sure they’re just dying for some lovin’ after being cooped up in those cocoons for so long!”

With a series of affirmative nods the Changelings did as they had been asked, launching into the air with mighty beats of their insectile wings and flying up towards the cocoons to help free their former pony captives. So, with those two problems settled, Starlight turned towards Thorax and set her sights on relieving a third.

Thorax took a step back as Starlight hungrily advanced towards him, the hunger in her eyes scaring him as she lewdly licked her lips. “S-Starlight? What are you doing?”

Starlight smiled, evilly. “Oh, don’t worry, Thorax…” She crouched down, ready to pounce on Thorax as he backed himself into a corner. “I just want a little love!”

With that, Starlight launched herself towards her prey, the Changeling’s frightened gasp the last thing Chrysalis heard as she flew away from her hive, mumbling underneath her breath as she rubbed the small bulge in her stomach, smiling as she felt Thorax's seed splashing around inside her womb.

"I'll show them... I'll make a new Hive, one that's larger and stronger than any that came before it!" She grinned, her white teeth glistening in the sun as cum dripped down her chin and thighs. "And then Equestria shall finally be mine!"

Had anypony been outside, they would have heard the maniacal laughter of one Queen Chrysalis all the way to the outskirts of her former hive...

Season's End Special #1 - Gabby and the Quest for a Cutie Mark

“The first thing we gotta do,“ Applebloom stated matter-of-factly as she stood in front of the official Cutie Mark Crusader Board of Things to Try, “is find your purpose!”

Scootaloo nodded, eyes trained on the only non-pony in the room. “Nopony gets a mark without one!”

“Oh, right!” Gabby, a young, energetic griffon who had flown all the way from Griffonstone to meet the illustrious Cutie Mark Crusaders - a group she hoped would be the key to getting her a cutie mark of her own - sat down and started happily punching her fists into the air. “Let’s do this!”

Scootaloo smiled. She had to admit, the griffon’s enthusiasm was pretty infectious, even if, in the back of her mind, she knew the chances of her new, non-pony friend getting a cutie mark were very, very slim. But, as a Cutie Mark Crusader, the three of them had to help whoever had a cutie mark problem, even if it was somepony who wasn’t a pony at all. “What are you good at? Do you play any sports?”

“Or like to dance?” Applebloom added, tapping the pointer-stick held in her hoof against the board.

“Or how about singing?” Sweetie Belle chimed in. “I just love to sing! La la la laaa!”

Gabby stood as the unicorn sang, wings fluttering on her back as she looked at the board of activities hanging on the wall. “Wow, I kinda just want to try everything! I mean, I don’t even know what to pick!” She leaned in, eyes narrowing as she scrutinized the board. “Though, while all these things seem like fun and would make for a really, really awesome cutie mark…” She turned towards the three fillies with a smile. “You guys forgot one of my favorite things to do!”

“Oh?” Applebloom stepped forward, checking the board for any discrepancies. “What’s that? We got swimming, painting, baking…”

Scootaloo rubbed her chin in thought. “Yeah! I mean, I even threw up weightlifting and everything! What did we forget?”

“Well…” Gabby grinned and spread her arms out, almost as if she was unveiling some glorious news to the world. “You forgot about fucking, of course!”

“Fucking?” Sweetie Belle looked at the griffon, perplexed. “What’s that?”

Gabby chuckled and waved the small unicorn off. “Pff… C’mon, don’t go joshin’ me! You guys are the Cutie Mark Crusaders! You must be fucking, like, all the time!” She sat down and smiled, though her lackadaisical mood was short-lived as the three fillies continued staring at her like she had grown a second head. “Fucking! You know… Sex? Rutting? Banging?”

“Oh!” Scootaloo perked up, a lightbulb going off in her head. “I overheard Rainbow talking about banging with somepony to Fluttershy!” She turned towards Gabby, eyes full of wonder. “Can you show me how to bang? Anything Rainbow does just has to be cool!”

“Ooh ooh!” Sweetie Belle shot up from her seat and began bouncing in place. “Me too, me too!”

Applebloom shrugged her shoulders and joined her friends in front of the griffon, a warm smile on her lips. “Sure, let’s do it! This… bangin’ might just be what gets you your cutie mark!”

Gabby jumped up, wings spread in excitement. “Wow! I get to show you guys something?” Her eyes widened, glimmering in the light. “Hey, you’re right! Maybe I’ll get my mark in showing ponies how to fuck!” She nodded to herself. “Now that would be an amazing cutie mark!”

“Cool!” Sweetie’s voice cracked from her enthusiasm. “But, uh…” Her head tilted to the side as Gabby stood up and started investigating the clubhouse. “What exactly is banging?”

“Well…” The griffon continued looking around the room, body quivering in excitement as she scoped out the perfect place to bang. “Basically, banging is when you do stuff to the things between each other's legs. Like, the penis and vagina and stuff.” Walking over to a small table in the corner, she placed both her claws on its wooden surface and pushed, as if she was testing its strength. “I do it with other griffons all the time back in Griffonstone, and when you do it right it feels really, really good!”

“Oh…” The unicorn’s face twisted in confusion for a moment, but soon her features brightened. “That sounds like fun! How do we start?”

“Hmm…” Making one last pass around the room, Gabby sighed and walked back up to the three Crusaders waiting for her command. “No beds, huh?” Shrugging, she started walking towards the center of the room and waved for the fillies to follow. “Oh well! Come on, we can do it over here!”

The three fillies excitedly followed the griffon to the center of the room, looking forward to their first ever foray into the foreign world of banging. They gathered around their feathery friend, each with wide, glimmering eyes as the griffon turned towards them with a smile.

“Hmm…” Gabby rubbed her chin with a claw as she looked at the trio before her. “How do I want to do this?” She paused in thought for a moment before pointing towards Applebloom. “Applebloom, are you up for some fingering?”

Applebloom saluted with a cocky grin on her lips, even if she had no idea what a ‘fingering’ was. “Yes, ma’am! I’m an Apple! We ain’t afraid of anything!”

Gabby nodded and pointed her talon towards the floor. “Okay, then I’m gonna have you lay on your back right here. Sweetie…” Her claw turned towards the unicorn. “You’re going to stand over her. Make sure to stand nice and straight so I don’t hurt my neck eating you out.”

Scootaloo hopped in place, wings fluttering on her back. “Ooh, ooh! Rainbow said something about eating a pony out, too!” She paused and frowned. “Kinda worried me, to tell you the truth. Rainbow eating a pony? Isn’t that canniba-whatsit?”

Gabby chuckled, smile widening as Applebloom and Sweetie Belle got into position in front of her. “No, it’s not cannibalism if you’re just eating out a pussy! That's just oral!”

Scootaloo’s head inquisitively cocked to the side. “Oh…” Her features lit up, wings once again buzzing on her back. “Well, okay then! What do you want me to do?”

“Um…” Gabby hummed in thought, eyes falling on the pair of fillies standing - and lying - in front of her. One thing was certain - compared to the thin, furry lips of the griffons she was used to, pony pussies were smoother and a lot fatter, too. Hay, the two sets of filly-lips put on full display right before her eyes even seemed juicier than the ones she’d sampled back in Griffonstone, and she couldn’t help but lick her lips as she imagined just how sweeter they must taste, too.

Gabby reached up and wiped an errant line of spit away from the corner of her beak with the back of her arm, and with a quick shake of her head she turned back towards the questioning pegasus beside her and smiled. “Uh, I’ll have you stand next to Applebloom and spread your legs, Scootaloo. That way, once I’ve started with them, I’ll be able to give you one of my world-famous wing-jobs!” She smiled and gave the filly a big thumbs up. “Trust me, my pals back in Griffonstone ask me for ‘em all the time!”

Scootaloo’s face split into an ear-to-ear grin. “Cool!”

With a little hop to her step, Scootaloo walked beside Sweetie Belle and, after sharing a smile with Applebloom, spread her legs to show off the trim lips of her labia and the pert mounds of her teats. “Like this?”

Gabby nodded, happily. “Yeah, that’s perfect!” She stepped forward and joined the fillies on the floor, crossing her arms in front of her as she surveyed the trio of delectable pussy-lips presented to her in all their mareish glory. “Now then, who wants to start things off?”

“Ooh! Me, me!” Legs kicking with each of her shouts from the floor, Applebloom picked up her head and glanced down at Gabby between her and Sweetie Belle’s crisscrossed legs. “Start with me!”

The giddy griffon grinned and brought a claw up to her face, smile growing devilish as she extended a talon and lewdly twirled it around in the air. “Well alright then! Here comes Gabby!”

With a quick lick to her talon to lube it up, Gabby brought her claw down between Applebloom’s legs and pressed it against the smooth, yellow lips of her marehood. A quick series of teasing rubs against her labia got the filly’s juices flowing - both figuratively and literally - and with a final, jolting grind of her palm against the fatter end of the young Apple’s pussy that got the small nub of her clit to kiss her hand, the griffon dipped her talon into the warm passage and pushed.

A half-gasp, half-groan filled the clubhouse with sound as Gabby pushed her talon knuckle-deep in filly-pussy on her first thrust, and when she pulled back she smiled as Applebloom’s legs weakly kicked on either side of her face. A wet squelch rang in her ears as she pushed forward once more, going even deeper than before as nearly the entirety of her talon sunk inside the filly’s pliable passage.

“Wow…” Gabby purred as she wiggled her talon around, amazed at how warm and wet the pony’s insides felt wrapped around her digit. “Ponies are certainly different-feeling than griffons… There’s so much more room in here!”

As if to prove her point, Gabby pulled her talon back and extended a second to join the first, dragging both digits up the center of Applebloom’s marehood to make sure they had ample lubing before plunging them back inside the filly’s body. A body which, with a loud moan from the filly in question, tensed up as the griffon spread her talons apart, stretching the walls of the pony’s pussy in ways she had never even imagined before.

“G-Gabby!” Applebloom bit her bottom lip, the back of her head pressing against the clubhouse floor as she rode out wave after wave of pleasure crashing into her body. “Th-that feels amazing!”

Gabby chuckled, talons sawing back and forth against the filly’s clenching folds to create a series of lewd, wet slurping sounds as drips of pony-juice dribbled down her arm. “Yeah, I hear that a lot back in Griffonstone.” Curving her talons to rub at a rough patch of skin at the top of Applebloom’s passage, Gabby turned towards the other Crusaders, each of whom was watching the proceedings with wide, awe-filled eyes as their friend writhed on the floor in bliss, and gave them a big, griffon-sized grin. “Okay, who wants next?”

No sooner had the words left Gabby’s mouth did Sweetie Belle, head between her forelegs to watch the griffon turn her friend into a blabbering puddle on the floor with nothing but a pair of talons, bounced up and down in place, nearly falling on top of Applebloom in the process. “Me next! Me next!”

“Tch…” Scootaloo frowned, but judging by the dampness between her legs the young pegasus wasn’t as ticked off as she appeared to be. “Fine… I’ll just sit here and watch...”

Gabby smiled, weakly. “Sorry, Scootaloo. It’s just easier if I start with each of you one at a time…” She turned towards Sweetie Belle, who was thrusting her marshmallow plot into the air in an attempt to lure her in. “Just give me a moment to get into a rhythm with Sweetie and I’ll be right with you.”

“Uh-huh…” Scootaloo sighed and looked over her shoulder, eyes glued to where her friend’s pussy-lips were wrapped around the griffon’s moving talons. “Just make it quick! I’m starting to feel a bit… antsy.”

Gabby giggled, a flash of pink between the pegasus’s legs catching her attention. “Yeah, I know what you mean!” She nodded as her eyes met Scootaloo’s, whose big, violet eyes shone with enough need to make her wings quiver on her back. “Okay, then just hang tight! I’ll skip the pleasantries and get right down to the nitty-gritty, I promise!”

“Um…” Sweetie Belle looked over her shoulder at the griffon, a bit of worry in her eyes even as she nonchalantly swayed her hind end side to side. “What do you mean, ‘nitty-gritty’? This isn’t going to hurt, is-”

The excitable Gabby didn’t give the unicorn time to finish, opening her beak up as wide as it could go before shoving her face against the filly’s voluptuous plot. The succulent lips of the pony’s pussy vanished inside the griffon’s mouth, Gabby’s beak wide enough to touch the base of her tail while also encapsulating the bulb of her clit. It was almost like she was trying to swallow the filly whole, though as her tongue shot out to bury itself inside her marehood it appeared as though the great, winged-predator had a different kind of meal in mind.

“Oh!” Sweetie Belle tensed up as the worm-like appendage wedged its way into her body, wriggling around against the virgin walls of her pussy like a snake burrowing towards her womb. “Wh-whoa! That feels… w-weird…”

“Mmm…” Applebloom hummed in bliss beneath her, eyes closed and drool seeping out of the corner of her lips as Gabby finger-fucked her with her talons. “Weird, but good!”

For a moment Gabby became the conductor of a two-filly orchestra, her tongue and talons playing the two young mares like maestros at their craft. A twist of the tongue here and Sweetie Belle would quiver above her friend, clit winking against the base of Gabby’s beak as her folds rewarded the griffon with ample amounts of her succulent juices. A curl of her talons there and Applebloom would moan uncontrollably towards the ceiling, eyes rolled up into the back of her head as her fillyhood clamped down around her new, feathery friends incredible tools of pleasure.

Scootaloo, meanwhile, continued to stand beside her friend's, cheeks red and wings fully extended behind her as she cautiously glanced towards the entrance of the clubhouse. She winced as her two friends continued singing their salacious serenade without a care in the world, causing her to wince as she imagined somepony hearing them from the outside. “G-girls, you might want to tone it down a bit!” She bit her bottom lip, the insufferable heat between her legs starting to drive her crazy. “I don’t want anypony walking in on us like this!”

Gabby pulled back, clacking the ends of her beak together as she swallowed the healthy sample of filly-juice in her mouth. She hummed in thought, pondering the strange flavor that had just graced her tongue. Interestingly enough, Sweetie Belle tasted, well… sweet. Kind of like a marshmallow, really, which gave the griffon a thought.

Gabby tapped her chin with a non-filly-fucking talon. ‘Hmm… I wonder if everypony tastes like their name suggests?’ She looked down at her claw buried knuckles-deep inside Applebloom. ‘I guess that would mean Applebloom would taste like apples…’ She glanced at Scootaloo. ‘And Scootaloo… a scooter?’ She chuckled to herself, tongue making a big, lewd circle around her beak to mop up whatever filly-honey had been left behind. ‘Nah, guess that debunks that theory… Would have been awesome, though!’

Another series of moans, these ones louder than the last, and Scootaloo turned towards the griffon creating them. “Gabby! The noise?”

Gabby shook her head to recenter her thoughts. “Oh! Um, yeah…” She looked at the door and then the two fillies before her, talons falling still inside Applebloom’s body as she thought up a plan. “Uh… Hey!” She perked up, beak splitting into a grin as she stared at the two fillies on top of one another. “How about the two of you make out! That way, your moans won’t be as loud!”

Applebloom, panting as she tried to ease the burning in her lungs, opened her eyes and looked up at the unicorn standing over her. “Make… out?”

Sweetie Belle looked down, cheeks turning pink as her eyes met her friend’s. “Um…” She sheepishly averted her eyes. “I’m… I’m okay with it if you are…”

The bottom filly’s face lit up like a midsummer fireworks show, fur turning the same color as the bow in her hair. “Oh, yeah, sure…” She shook her head, blush turning a few shades brighter in embarrassment. “Just ‘cause I don’t want us to be heard! Not ‘cause… You know…”

Sweetie nodded. “Yeah, I know…” Licking her lips, the unicorn closed her eyes and leaned in towards her friend. “Well, here goes nothing…”

Applebloom gasped, both from the sensation of a third talon joining the two already buried inside her body and the feeling of her friend’s soft, warm lips pressing against her own. She shivered as Sweetie pressed the advantage, the young unicorn’s tongue tapping at the gates to her mouth as if asking for permission to enter. Her eyes fluttered closed as she complied, lips opening just enough for her friend's tongue to slip inside.

A series of muffled groans and moans reached Gabby’s ears as the two fillies, one who she continued to pump a trio of talons in and out of, quivered against each other on the clubhouse floor. She grinned at the scene, wings fluttering in excitement behind her as she watched the pristine white lips of Sweetie’s marehood wink in need. But, before she could dig back in, she still had a promise to keep…

“Okay, Scootaloo.” She turned towards the pegasus, who had turned to watch her friends make out like a couple of mares in heat on the floor. “Turn around…”

“Ugh, finally!” Scootaloo faced away from Gabby and shoved her plot into the air, lewd drips of excitement matting the fur around her crotch. “Come on! Let’s bang!”

Gabby smirked and extended a wing, running it up the inside of Scootaloo’s thigh to mop up some of the mess. “Sure thing, Scootaloo! Brace yourself, though, cause there’s a reason everygriffon back at home asks for one of these…”

“Pff…” Scootaloo scoffed at the thought. “Please, I can handle it! I’m going to be as awesome as Rainbow Dash one day! A little banging isn’t enough to-”

With a simple caress of feather against pussy Scootaloo’s fore legs buckled underneath her, sending her crashing chin-first to the clubhouse floor with a shocked gasp. Whatever pain the impact had was immediately drowned in pleasure as the wing made a second pass between her legs, and before her mind had a moment to reboot Gabby was feather-dusting her marehood like a painter coating both sides of his brush.

“Ooooh…” Tongue lolling out of her mouth, Scootaloo’s eyes wearily fell on Applebloom’s equally as dazed ones as Gabby stroked her pussy with her wing. “Wooooow, this is amaaazing!”

“Heh…” Gabby grinned and leaned in towards Sweetie Belle, mouth watering as she caught a whiff of three fillies in dire need of some relief. “You ain’t seen nothin’ yet…”

At that very moment, the three fillies found themselves transported from Equestria to a magical land of pure, carnal pleasure that none of them had ever even imagined.

Applebloom, writhing on the floor like a fish out of water, felt Gabby pull her talons out of her body, leaving her marehood clamping down on air as it demanded to be pleased. Luckily the griffon didn’t leave her hanging for too long, but rather than the slick, pointed tips of the predator’s claws wedging their way inside her passage she felt something blunt and much, much larger ramming against the gates to her marehood.

“G-Gabby? What-”

A loud, wet schlorp echoed off the walls of the clubhouse as, with a bit of effort, Gabby’s entire claw - talons, knuckles, and all - slipped inside the smaller filly’s body, causing the young, Apple-mare’s eyes to roll to the back of her head as she felt her pussy stretch to accommodate its new visitor.

“Ahhh…” Gabby sighed in relief, muscles relaxing as she looked at the stretched-out pussy lips wrapped around her wrist. “There we go…” She chuckled, fist clenching and unclenching inside the filly’s body to test the marehood’s elasticity. “Dang, you ponies really can take a whole fist! One of my friends back in Griffonstone, Gilda, always said she could fit her whole claw inside a pony… Guess she wasn’t kidding after all!”

Applebloom responded with a series of incomprehensible mumbles, mind fried with so much pleasure that her ability to speak had been hampered. Not that she’d have much of a chance to speak if she could, anyways, not with the filly on top of her having a wrestling match with her tongue. So, without the ability to speak nor the strength to move, Applebloom settled for simply becoming a temporary sock-puppet for the griffon, marehood clenching around her new friend’s claw as it rested inside her body

With her fist shoved inside Applebloom, Gabby turned towards the unicorn standing above her and licked her lips. While she did have the two fillies make out to help with the noise, she knew that the added pleasure would have an… additional effect on the two of them. That effect, of course, was the increased amounts of juices their marehoods were producing, which aided her in getting her claw inside the earth pony while also making the unicorn’s lips glisten in the light pouring in through the clubhouse window.

With a final, testing flex of her fist inside Applebloom, Gabby started moving her claw back and forth - or, at least, as much as she could inside the confined space of the filly’s constricting passage - and leaned in towards Sweetie Belle’s hind-end. She extended her tongue and dragged it up the filly’s folds, purring as she got another taste of the unicorn’s sweetness, and with a deep sigh that caused the fatter end to wink out in greeting, she started eating the filly out once again.

This time, however, she went full-bore on the unicorn’s pussy, tongue going a hundred miles-an-hour as she sought to finish her off once and for all. Warm rivulets of filly-juice poured down the sides of her beak as she feasted, throat flexing every couple of seconds to gulp down more of her succulent honey. She pressed her face forward to the point that the tip of her beak slipped inside the unicorn’s passage, yet even that was not enough to sate her thirst for pony.

Scootaloo, meanwhile, had begun to rock her hips back against Gabby’s wing, loving how the feathers felt as they gently caressed the lips of her fillyhood. It almost felt like a dozen talons were rubbing against the sensitive folds, lighting up every nerve in her body with electric bliss. Even her clit, which had begun winking out from the safety of her meaty lips, had been graced with the touch of those silken appendages, leaving her drooling from both ends as she neared a climax of her own.

It would be Sweetie Belle, however, who would be the first Crusader to fall. With a gasp and a squeak the unicorn pulled away from her friend, eyes wide and mouth agape with her tongue lolling out as the muscles in her body all tensed up at once. Gabby moaned as she felt the walls of the filly’s pussy close in on her tongue, a deep, guttural sound that grew louder as a thick gush of filly-cum coated her mouth with sweet, succulent honey. She stayed between the filly’s legs for a moment, tongue gently guiding the pony through her orgasm with soft strokes against her rapidly fluttering walls, and only when the unicorn’s legs began to give out did she pull away.

“Ah!” Gabby gasped, strands of cum dripping from her beak. “Now that’s the stuff!”

Scootaloo wouldn’t be too far behind her horned friend, though she kept her blissful outburst to herself with a well-placed hoof in her mouth. Just like Sweetie, as soon as her body tensed up for orgasmic impact her marehood began clenching and unclenching rhythmically, though it found nothing but air as Gabby continued stroking her with her wings. Unlike Sweetie, however, there was no thick gush of filly-cum. A trickle or two, maybe, but nothing compared to the deluge that the griffon had so greedily drunk down. Not that her climax was any less powerful, however, and by the time Gabby pulled her wing away she had grown so weak that she toppled over onto her side.

Gabby smirked, chuckling as Sweetie Belle, who had courageously tried to stay on all four hooves, took a few shaking steps forward before joining her pegasus friend on the floor, both fillies quivering as the aftershocks of their orgasms crashed into their bodies. The feathery predator turned towards the last Crusader standing, or, in this case, laying. “Two down, one to go…”

Placing her unused hand on one of Applebloom’s small, rounded teats, Gabby began fucking the filly raw with her clenched-up claw, pumping it in and out of the smaller pony’s body so rapidly that her lithe form started rocking back and forth against the floor like a ragdoll. Anypony who had heard the un-muffled moans from before would no doubt hear the rhythmic squelch squelch squelch of griffon fist sawing back and forth inside pony pussy, and while Gabby knew that it was loud she also knew that she just didn’t care.

“Come on, Applebloom…” Gabby shoved her arm forward, sinking another inch of her wrist inside the pony’s body and forcing a thick gush of filly-juice to dribble out towards the tight-looking pucker below. “Cum for Gabby…”

Applebloom’s chest began to heave, once, twice, three times before, eyes popping open and mouth agape in a silent scream, the Apple-filly arched her back off the floor and became the third and final Crusader to climax.

Gabby grinned like a mad-griffon as the filly started bucking against her claw like a wild bronco, riding out her orgasm as she coated the lower-half of the griffon’s arm in cum. Still Gabby kept her claw firmly inside her body, even going so far as to continue pumping it back and forth to bring Applebloom to further heights of pleasure. Eventually, after nearly a minute of writhing on the floor, the filly fell still, chest slowly rising and falling as she went into a climax-coma with a small smile on her lips.

Gabby smiled, and with a slow tug she wedged her cum-soaked claw from Applebloom’s pussy, causing the filly to shiver in her sleep as one last jolt of pleasure raced up her spine. The griffon inquisitively raised her claw in front of her face and took a questioning taste, finding that Applebloom did in fact taste of apples. She would have laughed at the find, but a sudden flash of light coming from her sides ended her celebration before it could begin. She looked down at the ground, finding nothing, but a strange splash of color on her fur drew her attention towards her flank-

She gasped.

There, proudly emblazoned across the fur on her flank, was a thick set of mare-lips, complete with a winking clit and a shimmering droplet of juice dripping down towards her leg.

A cutie mark.

With a whoop and a holler, Gabby spread her wings and jettisoned herself out of the clubhouse, leaving the three banged-to-sleep fillies alone in the clubhouse as she did celebratory flips in the air.

She did it.

She got her cutie mark.

Seasons End Special #2 - The Official Daring Do Adult Experience Adventu-cation

Rainbow Dash sighed underneath the burlap sack that had been shoved over her head, her body swaying side to side as she was carried to... well, she wasn’t really sure where they were going, but seeing as the low hum of conversation from the convention had long since faded into the distance, she figured wherever it was must have been quite a ways away. ‘Well, this is just great! First I got this numskull Quibble talking to me about his totally wrong opinion on the series, then I have Daring Do counting on me to find Caballeron…’ The big, burly stallion carrying her - one of Caballeron’s hired henchponies, no doubt - adjusted her on his back. ‘...only for him to find ME instead! Tch, I’m never going to live this down...’

A mumbled grumbling coming from her left made her roll her eyes, and judging by the less-muffled groan coming from the same direction it seemed as though her captors, too, were getting a little sick and tired of their second captive’s constant complaining. They didn’t have to listen to it for much longer, however, for just a few short moments later the group of captor and captives came to a sudden stop.

“Put them here!”

Rainbow growled. ‘Caballeron! When I get my hooves on him, I’m gonna-’

The sudden feeling of weightlessness overcame Rainbow as she was unceremoniously dumped to the ground, leaving her disoriented as somepony ripped the bag off of her head. It took a moment for her eyes to adjust to the change in lighting, but it didn’t take her very long to realize that Caballeron and his minions had taken them far, far away from the sweet safety of the Daring Do convention.

A quick scan around the area revealed that they had been brought to a small clearing inside a dense, overgrown jungle, the pair of tents set up around them telling her that this was Caballeron’s current base of operations. While the famous evil-doer himself couldn’t be seen, his four henchponies certainly could, each with a mean scowl on their lips as they surrounded their two newest captives.

A voice suddenly came from a small path between the bushes in front of her, one that sent a shiver of fear down her spine. “I do not know what Daring Do is playing at, but if she told you two fanponies of my plan to steal the amulet, you must work for her.” The stallion stepped forward into the light, revealing himself to be none other than-

“Caballeron!” Rainbow immediately looked over at Quibble, more from the fact that the stallion had been bad-mouthing the Daring Do series and waving of her warnings about Caballeron than anything to do with the teeny-tiny bit of fear she felt seeing such a notorious villain up close for the very first time. “Hah! What do you have to say now, Quibble?”

Quibble brushed some dirt off one of the sleeves of his Daring Do costume. “This was your plan to prove the Daring Do books are realistic?” He grinned. “You bought a Daring Do Experience Adventu-cation, really?”

“What!?” Rainbow scowled. He could not be serious...  “No! Look around us! Henchponies, Caballeron, the jungle it took forever to get to? I mean, really, we’re out in the middle of nowhere with nopony coming to save is! This is the... real... deal...”

Rainbow’s voice trailed off, eyes widening as she looked at the group of smirking henchponies around her. Sure, they had the usual evil look to them, but she could see in their eyes that something else was up.

Quibble rolled his eyes. “Right. We’re actually being held captive by Caballeron. Please! This guy’s accent is all over the place!” He turned towards Caballeron, hoof up to his mouth. “No offense.”

Caballeron frowned and scratched the top of his head. “I…”

Quibble continued, undeterred. “So what's the setup here? You've... kidnapped us, and taken us to the middle of nowhere because...?”

Caballeron stepped forward, voice growing dark as he openly talked about his evil plans. “The Temple of Chicomoztoc is somewhere in this jungle. When I find it, the Seven-Sided Chest is as good as mine! I just need the Amulet of Culiacan to unlock it.”

Quibble rolled his eyes. “Uh-huh, and Daring Do has the amulet so you came up with this over-complicated plot to lure her into the jungle and exchange it for us.”

Caballeron was starting to look a little unsure of himself. “I wouldn't call it over-complicated, but... yes.

Quibble frowned. ‘Okay, we’re done here.” The stallion turned towards a small opening in the jungle and began walking away, right past Rainbow and the group of henchponies who stood a little too close for comfort to the smaller, pegasus mare. “Great work. Seriously, very believable.”

Caballeron, who had been watching the stallion in total disbelief, frowned and pointed at one of his henchponies to go and bring him back. The stallion, who had been settling in next to Rainbow with a creepy little smile on his face, nodded his head and jumped into action, quickly catching up with Quibble’s lackadaisical pace before, after a short scuffle, he picked the smaller stallion up and brought him back to the group.

With a grunt, Quibble was placed directly in front of a scowling Caballeron, though he still didn’t seem all that worried about his situation. In fact, he placed a hoof on the villain's chest with a big, smug smirk on her lips. “Listen, pal, you can keep her money, but I'm not-”

Slapping the stallion’s hoof away, Caballeron leaned forward with eyes angrily lowered into slits and teeth clenched together in rage. “Going anywhere! You may not approve of my plan, but I'm the mastermind here!”

Quibble turned towards Rainbow, who, with a worried look on her face, was escorted by a pair of henchponies over to where the villain and her cohort were arguing and whispered out of the side of his mouth, “Debatable…”

Caballeron continued, either not hearing the stallion or not caring if he did. “And I say you will remain here until Daring Do comes to rescue you. And if she wants you back in one piece, she will give me the amulet! Until then, however...” He turned towards his henchponies and smiled, the kind of smile that screamed something bad was about to go down. “Boys! Tie them up and-” His eyes met Rainbow’s, sending a shiver of fear down her spine. “-have some fun!”

“Wh-what!?” Rainbow’s eyes widened as a pair of grinning henchponies started walking in her direction, their stallionhood stiffening before her very eyes. “H-hey, you can’t… You can’t do this!”

Caballeron chuckled. “Miss Rainbow… We’re villains!” He waved her off with a smirk as he started rummaging through an ornate box resting on the edge of the camp. “We can do anything we want!”

“N-no…” Rainbow stepped back, only to bump into another pair of grinning stallions behind her that, as her eyes fell down their toned chests, were sporting quite the massive erections between their legs. “Come on… This isn’t right!”

“Pff…” Quibble rolled his eyes as Caballeron walked up to him, a set of familiar chains in tow. “Really? Not only did you spend the money on a Daring Do Experience Adventu-cation, but you spent extra on the adult version, too?” He chuckled in disbelief and spread his hooves, letting Caballeron tie him up with the chains. “He even has a replica of The Griffon’s Lock, too! This is just too much!” He sighed and shook his head. “You really are a sad, sad mare, Rainbow… I mean, if you wanted to get off with me so bad, you could've just asked!”

Caballeron jostled the end of the chain, letting out an evil laugh as he locked Quibble in place. “You know of The Griffon’s Lock? Further proof that you are an agent of Daring Do!”

Quibble rolled his eyes for the umpteenth time that day. “Or an avid reader. Hay, I’m pretty sure I’ve read some Daring Do clopfiction” - He looked over at Rainbow - “Don’t judge! But, I’m pretty sure one had a plot almost exactly like this one!”

Caballeron didn’t dignify a stallion with a response, patting the chains wrapped around Quibble’s body before turning around and walking towards the edge of the jungle. “And now I will continue my search for the temple.” He smirked. “Don’t go anywhere…”

With that, Caballeron disappeared into the overgrowth surrounding the camp, his long, drawn out, and oh so evil laughter petering off into the distance.

Rainbow, meanwhile, found herself surrounded by four eager-looking henchponies, their long, thick stallionhoods dangling between their legs as they openly ogled every curve and crevice of her body. “O-okay, um…” She puffed her chest out and spread her wings in an attempt to make herself look as big as possible. “I’m Rainbow Dash, the Element of Loyalty and one of the Princess Twilight Sparkle’s best friends! If you so much as lay a hoof on me I’ll… I’ll…” She stomped a hoof, definitely. “I’ll beat you up!”

One of the henchponies, a stallion with bright-orange sideburns and who could rival Big Macintosh in size, let out a deep, guttural chuckle as he made another step towards their new prize. “Heh, I like my mares feisty!”

Quibble sighed, still calmly sitting by the edge of the camp with his hooves bound by The Griffon’s Lock. “Great, here comes the cliche dialogue!”

“Shut it, boy!” Quipped a white stallion with shades towards Quibble, his dark shaft dangling towards the floor. “Or when we’re done with your friend over here, we’ll move on to you, next!”

“Oooh!” Quibble mock-shivered. “I’m so afraid! Oh, won’t somepony help us!”

With her attention on her companion's continued disbelief in the danger they were in, Rainbow never noticed the big, gruff-looking stallion creeping up behind her before it was too late. The sudden sensation of a blunt muzzle shoved between her legs caused her wings to shoot out on either side, and even though she jumped away as fast as possible she still felt the drag of a tongue pass across the sensitive lips of her marehood.

The stallion, a brown earth pony wearing a fedora, made a lewd showing of licking his lips and smiled. “Heh, tastes like Skittles!”

“Ugh!” Quibble groaned in frustration. “What an overused trope for mares with a rainbow mane! I mean, really, a marehood that tastes like candy? Give me a break!”

Rainbow, eyes wide as her heart hammered inside her chest, continued backing away from the stallion - only to bump into the fourth, a bald pony with a handlebar mustache and a scar over his left eye. “Well hey there, pretty little thing…”

Rainbow eeped in surprise and whipped around before the stallion had the chance to do anything, but the quartet of henchponies continued to come at her from all sides like the walls of a room slowly closing in to crush her. Gradually they began wearing the pegasus down, poking and prodding at her rear when she let her defenses down, and before long they had her all but surrounded in the middle of their camp.

“S-stay back!” Rainbow spread her wings and crouched down, an image of her blasting through the stallion’s, grabbing Quibble, and getting the hay out of there her last glimmer of hope. “I’m warning y-”

A heavy weight suddenly slammed into her upper-back, sending her chin-first to the ground while keeping her hindend up in the air. She turned her head and looked up, gasping as she saw the smirking visage of the stallion with the sideburns looking down at her, his hooves just above her wings and his hips against her ass.

“There we go…” He smirked as her eyes fell on his stallionhood, the large, black cock resting between the cheeks of her ass with the prismatic hairs of her tail giving it some facial hair of its own. “Now be a good mare and keep ‘em nice and spread for daddy!”

“Oh boy, and here comes the daddy talk!” Quibble make a fake-retching sound, almost as if he was going to throw up on the jungle floor. “Like, do you even realize what that insinuates? That’s incest, pal!”

“Shut it!” The stallion on top of Rainbow growled in Quibble’s direction. “You should be a little more worried for your friend over here. Mares I get with don’t walk straight for the next week!”

“Yup, sure thing, buddy…” Quibble rolled his eyes. “Listen, if I pretend to believe this nonsense is real, will you call off this henchpony porno?”

Rainbow, trying her hardest to wedge herself from underneath the stallion’s heavy frame, looked up and growled at the stallion watching her without a care in the world. “They're not gonna listen to me. They abducted us both and-!”

A second stallion, the one with the white coat of fur and a pair of sunglasses that seemed rather pointless underneath the dark canopy of jungle trees, stepped around in front of Rainbow and turned to the side, raising the hindleg closest to her to reveal the rigid shaft and bloated balls dangling between his thighs. “How about you use that pretty little mouth of yours on somethin’ else, eh?”

“Wh-what!?” Rainbow looked up at the stallion in disgust. “Ew, no way! I’m not just gonna-!”

The stallion on top of her, with a chuckle, placed a hoof on the back of her head and shoved her forward, sending her muzzle-first into the warm mass of his compatriot's balls. The large, smooth sack greeted her with open arms, the orbs it contained hugging the side of her muzzle as she got a lungful of potent stallion musk.

“Well?” The white stallion smirked and spread his hindlegs, giving her more room to work with. “Get to lickin’, and maybe my friend over there might not rut you into the ground!”

Rainbow shivered as she felt the stallion on her back slide his cock down the crack of her ass, and as the warm, log of flesh lined up with the gates to her marehood she sighed in resignation and opened her mouth. Her tongue extended past the safe-haven of her lips, pressing against the stallion’s smooth sack that jiggled between his legs as he shivered.

“That’s it…” He looked over at his cohort and nodded as the mare continued licking at his low-hangers. “Good girl…”

Rainbow gasped against the balls pressed up to her muzzle as the stallion on top of her started pushing his lips forward, sinking the wide, blunted tip of his cock into her passage with ease. She shuddered in place as inch after inch of stallionhood was pushed into her body, the thick member nearly splitting her in two as it stretched her passage out in all directions. But, with a thought that made the cerulean fur of her cheeks turn red, it was the good kind of stretching, the kind of stretching that let you know you’d be walking funny after one Tartarus of a good time.

“Mmph! Dang, she’s tight!” The sideburned stallion groaned above her as the wide band of his medial ring slipped past the fat lips of her labia, and with a sharp stab of the hips he slammed the last few inches of his cock inside the warm, velveteen sleeve of her pussy. “Heh, I might just have to go a couple rounds with you, sweet cheeks…”

“Hey now!” Another henchpony, the one with the scar over his eye, stepped forward and frowned. “We're all supposed to get a round with her! That was the deal!” He nodded his head towards the jungle path Caballeron disappeared into earlier. “The boss could be back any minute! Not to mention that, if these two really are working for her, Daring is probably out lookin’ for ‘em right now!”

Quibble shook his head in disbelief. “You do realize Daring isn’t even real, right? Ugh…” He looked towards Rainbow, or as much of Rainbow as he could see between the two stallions on either side of her. “I hope you’re at least having fun, Rainbow, cause if not this was a BIG waste of money on your part…”

Rainbow responded with a long, drawn-out moan that vibrated the testicles resting against her mouth. The stallion on top of her had begun thrusting the entirety of his cock back and forth inside her body, mashing the flat head of his flair against her cervix when he bottomed out. His balls, equally as droopy and heavy as the ones she was tongue-bathing, swung like a pendulum between his legs and slammed into her ass with each of his thrusts, creating a metronome-like beat that filled their small jungle clearing with the sounds of their mating.

The white stallion, shivering as the mare opened her mouth and started nursing on his balls like a foal at their mother’s teat, glanced over at his two, non-sexually-active cohorts and grinned. “Dang, you two don’t know what you’re missing! This mare’s a natural!”

The stallion with a fedora on grumbled, his mottled brown-and-pink cock angrily throbbing between his legs as it waited for its turn. “Well, then hurry the hay up! We ain’t got all day!”

The two henchponies around Rainbow apparently took their companion’s plea to heart, for it was only a matter of seconds afterward that they began to turn up the heat. The white stallion, apparently having enough of his balls being sucked, pulled his spit-drenched sack from Rainbow’s mouth - leaving her with drool seeping from the corner of her lips as she stared blankly up at him with mouth agape - and, instead, shoved the rock-hard tip of his cock against her face. She willingly complied with his unspoken command, or as willingly as she could in her current situation, and wrapped her lips around his flare, tongue lashing out with a series of licks that made the stallion weak in the knees.

The one on her back, meanwhile, closed his eyes and leaned over her as his hips became a blur of movement, slamming his cock in and out of her marehood at such a blistering place that she began rocking back and forth on the jungle floor. Thick rivulets of her own juices ran down the inside of her thigh as the stallion pillaged her innermost sanctuary, causing the constant slaps of stallion-balls meeting mare-ass to turn wet as they neared their perspective orgasms.

A moan through gritted teeth signaled the beginning of the end for the stallion on top, and with a final, Equestria-shattering thrust, he bottomed out inside the mare beneath him for the last time. Rainbow’s eyes widened as she felt his cock flex inside her passage, the tip of his stallionhood primed at the gates of her cervix. Then, like a gush of thick, warm cream, she felt the opening salvo of his seed blast into her womb, painting her insides white with enough foal-batter to impregnate half of Ponyville.

Rainbow would have screamed in defeat as she felt her womb fill with the henchpony’s seed, but, suddenly, she found herself with a mouthful of the same. The stallion standing over her shivered as he emptied his balls into her mouth, hips weakly thrusting as he rode out the waves of his climax. Rainbow had little chance, if any, of taking it without at least a bit of a mess, and while she did her best to drink down as much as possible a good portion of it leaked down her chin and chest.

The stallion on Rainbow’s back, cock deflating inside her marehood with its job done, sighed and stepped back, pulling his stallionhood from her body with a wet pop. Thick globs of seed seeped from her well-fucked lips, joining her own juices in a puddle on the jungle floor. He smirked in triumph as he watched her tail weakly fall over the scene of devastation between her legs, and with a deep chuckle he turned towards the stallion with the hat and waved him over. “Hope you like sloppy seconds, cause she’s all yours!”

With a gasp of air Rainbow found her mouth free of cock, warm drops of seed coating most of her chin and chest. The white stallion stepped away with a sigh, but not before wiping the tip of his cock off on her cheek with a grin. Much as his similarly-satisfied compatriot had, he turned towards the pony with the scar and signaled that it was now his turn for some fun.

For the next… Minute? Hour? Day? Rainbow lost all track of time as the four stallion’s sated themselves with her body, their constant barrage of climaxes coating her with enough seed to turn her coat of fur white. Eventually, however, the henchponies began to fall one by one, the physical toll of such a long session of rutting causing them to collapse in a heap on the jungle floor.

“F-fuck…” The last stallion, who had been thrusting his cock in and out of her cum-drenched pussy, bottomed out inside her and applied a fresh coat of white-paint on her inner-walls. He moaned, he groaned, and as his cock receded back into his sheath he fell over beside his compatriots, chest slowly rising and falling as he drifted off into the land of dreams.

Rainbow stood there for a moment, chest heaving as seed dripped from what felt like every orifice of her body. Her eyes eventually settled on Quibble, who had apparently decided a good nap was in order as he sat wrapped in The Griffon’s Lock, and with legs shaking she made her way over to him and tapped him on the shoulder.

“Hmm… huh?” Quibble shook his head. “Whasat?”

“C-come on, Q-Quibble…” Rainbow tried to wipe her chin of seed, only for her to realize that most of her arm had been coated, too. “We g-gotta get out of here… We can’t let C-Caballeron win!”

Quibble shook his head. “Huh?” He looked around. “Oh, right. This stupid thing…” His eyes fell on the henchponies resting on the jungle floor. “Let me guess, all four of the ponies who were supposed to be looking after us fucked you for so long that they collapsed in exhaustion?”

Rainbow sighed, legs slightly bowed as stallion-cream continued to drip from her marehood. “Yeah…”

Quibble rolled his eyes. “Mhmm… How surprising…” He looked down at the legendary lock wrapped around him, and with a quick motion with his hoof he somehow got himself freed. “Well, alright then. Seeing as your little game is over, let’s get back to the convention. Maybe I can get one of the good books signed by A.K. so this trip wasn’t a total bust…”

Rainbow watched the stallion stand and walk towards the edge of the clearing, mouth agape in surprise. “Y-you… You could have just escaped at any time?”

Quibble looked back, eyebrow arched in confusion. “Uh, yeah? I mean, there’s no such thing as an actual Griffon’s Lock, obviously. That was probably just some cheap knock-off they picked up at the convention! Now come on! Let’s go!”

Rainbow sighed as the stallion walked out into the jungle. As soon as Quibble disappeared into the overgrowth she turned the other way, walking towards where Caballeron had disappeared to find the evil-stallion himself sitting behind a bush.

Caballeron looked up and smiled. “Oh, hey, Rainbow! How’d it go with the boys?”

Rainbow shrugged. “He didn’t believe it, but I had a good enough time, I guess…”

The stallion stood and smiled. “Well, I guess that’s good… If you ever need our services again…” He reached into his pocket and pulled out a small business card, one with the words ‘Dr. Caballeron’s Official Daring Do Adult Experience Adventu-cation Services’ written across the top. “You know who to call!”

Rainbow smiled and nodded, globs of seed dripping from her face. “Mhmm!” She turned back towards where Quibble had walked into the jungle, ready to race off after the stallion before he got himself stuck in some real trouble. “Oh!” A lightbulb went off in her head. “Do you guys do birthday calls? A certain Alicorn friend of mine has one coming up, and I’m sure she’d love to… experience everything you guys have to offer.”

Caballeron smiled, warmly. “I think that can be arranged, Miss Dash. I think that can be arranged…”

Episode 5 - The Dragon Way of Saying "Thank You"

Spike released his death-grip on Ember’s waist, looking up to give her one last friendly smile before turning towards his two other friends standing by the mouth of the cavern. Or, at least, at the two stalagmites that, strangely enough, seemed to be nuzzling one another as they celebrated another happy ending to one of their many adventures. Twilight was the first to shed her costume, tossing it aside with her magic as she ran up to her number one assistant and gave him a great, big hug.

“Oh, Spike! I’m so proud of you!”

Rarity, who had taken off her own disguise a little more carefully than her jubilant friend so as to not ruin her perfect mane, trotted up behind the pair of embracing friends and nuzzled her cheek against Spike’s. “That was quite the display of generosity, Spikey-wikey!”

Spike blushed as Twilight pulled away from the hug, meekly kicking away a small stone that skidded off the edge of the overhanging path they stood upon. “Aw, shucks guys… You know I would do it for any of my friends…”

Twilight smiled, comfortingly placing a hoof on Spike’s shoulder. “You did great today, Spike. Now, c'mon…” She tilted her head towards the mouth of the cavern as her eyes moved to the light-blue dragoness awkwardly standing behind Spike. “Let’s get back to the Dragonlands and crown a new Dragon Lord!”

Spike nodded, also turning towards Ember to give her a wide smile of his own. “Yeah! C’mon Ember, let’s go!”

The two ponies and their dragon friend started to make their way towards the entrance to the cavern, not noticing the blush that had been stuck on Ember’s face ever since Spike had… hugged her. She glanced down at her body, still able to feel where the smaller dragon had nuzzled her with his cheek…

Right against the scaled lips sitting between her legs.

As the daughter of the now-former Dragon Lord, she had been approached by plenty of suitors in the past and, well, she was no stranger when it came to the more… lustful parts of life. But after having her fun with whatever dragon looked to get into her good graces to put themselves in better standing with the Dragon Lord, she would always move on to other things. There had never been much of an attachment towards whomever she had her fun with, never a special spark that made her yearn for any single dragon.

Yet now, as she placed a hand over the armor that covered her most private of areas, that small, weak looking dragon who had put his life on the line to help her achieve the title of Dragon Lord, a dragoness he had only just met a few scant minutes ago, was causing quite the stir of emotions in her mind...

She glanced up, startled at how far ahead the mismatched group of ponies and dragon had gotten during her internal conflicts. She quickly raced up to the group, stopping only when Spike turned around and gave her another friendly smile. Just the sight of his bright-green eyes caused the warmth between her legs to grow, and as they passed by a good-sized pile of rocks she got an idea and smiled.

Spike paused as a clawed hand grabbed his shoulder, turning around to find Ember grinning almost… mischievously at him. “W-what is it, Ember?”

Both of the mares at the front of the group stopped at the mouth of the cavern and turned around, only to see Ember giving them a small smile and a wave. “Uh, you two go on ahead. I have something I need to talk to Spike about.”

Twilight gave their new friend a warm smile and nodded her head, not noticing the sly grin on the dragoness’s face. “Oh, okay! We’ll just start making our way outside. I’ve been wanting to take a look around these caverns for my notes ever since we got here! Oooh, this is sooo exciting! Come on, Rarity!”

Rarity rolled her eyes and, unseen by anypony but the dragoness it was intended for, stared Ember down for a moment. “Yes, darling. Really riveting…” She kept her eyes on the new Dragon Lord for a moment, only turning away once Spike glanced at her over his shoulder. “We’ll be checking out… whatever Twilight just said.”

By the time she had finished scrutinizing the dragoness and turned around, the overly-excited Alicorn had already run off like a filly going to the candy store and was nowhere to be seen. Rarity rolled her eyes again, this time turning towards her two dragon compatriots to give them a weak grin. “Well, I suppose we did see a lot of gems on the way in…” She tapped her chin, eyes glazing over as she entered that special creative place in her mind. “Maybe I can find some inspiration for a new line of dresses…”

Both dragons watched her go, not turning to look at the other until both mares had disappeared from sight.

Spike glanced at Ember, eyes half-lidded as he gazed at her lithe form. Ember returned the heated stare, licking her lips as she leaned in and-

“So, uh, what is it you wanted to talk about, Ember?”

Ember simply frowned as she stared at him, eyebrow slowly rising as he continued to do nothing but look up at her with a naive look on his face. “Really?”

Spike glanced around, half-expecting it to be some kind of weird prank or something. “Wh-what? You said you had something you wanted to talk about.”

Ember put a claw on her waist. “Come on, really? You’re kidding, right?” She rolled her eyes and sighed as Spike's only reply was continuing his blank stare.  “Wow… you really don’t know a whole lot about dragon culture…” She looked back at the large pile of rocks they had passed, just wide and tall enough for what she was planning. “Alright, come on. Follow me.”

Spike did as he was told, cautiously following his new friend behind the heap of stones. Ember turned towards him and crouched down, putting her eyes level with his as she reached out and wrapped a claw around his shoulder.

“So, uh… what do you want to talk about?”

Ember, fiery eyes locked with his, grinned wide enough to show off the glistening points of her teeth. “Oh, nothing. I just wanted to thank you for… well, everything that you’ve done for me…”

Spike smiled, face relaxing as he realized what Ember wanted to do. “Oh, okay! But you don’t have to thank me! Like I said, it’s something I would have done for any of my f-mmph!”

Suddenly, the claw on his shoulder darted up to the back of his head and shoved him forward, sending him careening forward into his new-found friend. Before he could do anything to prevent it, a plump pair of soft lips were pressed against his own and something warm and wet had darted inside his mouth to wrap around his tongue.

Spike was left staring with wide open eyes at the new Dragon Lord’s face, her own eyes clenched shut as she explored the cavern of Spike’s mouth with her long tongue. She was too focused on her passionate, tongue-laden kiss to notice the shocked expression on Spike’s face, too focused on cooling the heat that had built between her legs. But, after enough mashing of lips and dancing of tongues, Spike’s features relaxed and, as he closed his eyes and wrapped both his claws around her back, he began to return the kiss in kind. Two draconic tongues battled for supremacy over the other, a never-ending war of saliva and heated gasps of air as the Dragon Lord and her only friend made out behind a large pile of stone.

The need for air would be the force to separate the two, both dragons panting from the sudden intense make-out session they had just been treated to. Ember reached up to her lips and wiped away some stray spit, grinning at the dazed look on her friend’s face as he tried to recover from a sudden bout of light-headedness. "So, how was that?"

Spike, so woozy that he nearly toppled over himself, stared at the Princess with his mouth agape and tongue hanging out. “Wha… what was that?”

Ember smiled, even more so as she looked between the dragon’s legs. “It’s a reward for helping me out…”

Spike yelped as one of her claws suddenly darted between his legs and began rubbing the small opening in his scales that normally tended to be hidden from view, brushing across his sensitive vent in an attempt to draw out the beast contained within. “W-w-what are you doing!?”

Ember, now practically laying on her belly on the cavern floor to put her head at his crotch, looked up and gave him a toothy grin. “Well, Spike, I owe you one for saving my life, and, well…” She turned her attention back to his genital slit, smile widening as two pink nubs began to peak between the light-green scales running down his belly. “Let's just say this is the dragon way of saying thank you..."

“But, wha-oooooa…”

Ember had darted between his thighs to drag her long, serpentine tongue across the scales of his vent, drawing out his dual-members with each lick across the exposed tips. Before long the rest of his dragonhood began pushing its way out of his body to join the party, the heavy shafts flopping around as Ember continued to assault them with lashing strikes of her tongue. She put the tip of her muzzle between the pair of cocks, groaning as they rubbed against her cheeks and filled her nostrils with his scent.

Ember pulled away only when the twin-rods began to harden, filling up with blood as the young dragon’s libido began to take control of the lower half of his body. She smiled at him once he was fully erect, blush lighting up both of their faces as she sat but an inch away from the throbbing members that yearned to be touched. “This is your reward, Spike… For everything…”

She reached up and, every so gently, wrapped each of his shafts in the soft scales of her hands. She kept her eyes on his as she began to slowly massage each of his rods, smiling as he gasped in pleasure yet made no move to stop her. A glistening bead of light at the tip of his cocks tore her attention away, smile growing even wider as she saw drops of pre already running down the sides of his pink shafts.

“You like that, Spike? Then I’m sure you’ll love this…”

With that she closed her eyes and, opening her maw up just enough to show Spike the sharp whites of her teeth, shoved her face between his shafts to lick around the base of his dual-cocks. His entire body shivered against her as she lapped at each of the impressive shafts, both dragons moaning as she sampled his flavor straight from the source. The beads of pre that had been rolling down the side of his quivering lengths eventually reached her muzzle, dripping down onto the light-blue scales to leave a streak of white across the sides of her face.

She pulled away and chuckled at the flabbergasted look on Spike’s face, looking at him straight in the eyes as she scooped up his pre-seed onto a talon and sensually  licked it off by twirling her tongue around it. Once again both dragon’s let their pleasure be known, Spike’s draconic shafts throbbing between his legs as they released another drop of pre in the hopes of turning Ember’s attention back towards them.

It worked, and as Ember noticed the obvious desire, both in the dragon’s eyes and between his legs, she smiled and nodded her head. Without a single word she lowered herself back down, grabbing the base of each of his shafts as she opened her mouth just enough to let one slip inside the warm, wet cavern of her maw.

Every muscle in Spike’s body tensed up as one of his shafts was enveloped in blissful warmth, Ember just barely able to take the first half of his impressive masculinity into her mouth without it hitting the back of her throat. As her claw used the pre oozing down the side of one shaft to lubricate itself as it pumped the entirety of his length up and down, her tongue scooped up the same from the other, the vibrations from her moans begging the dragon to give her more of his salty-sweet essence and sate her lustful thirst.

Her tongue wrapped around his member like a snake, grinding itself back and forth against his quivering flesh while every so often squeezing it in an attempt to milk more of the delicious ooze from his body. As she slobbered over the cock in her mouth her hand became a blur on the other, heart fluttering in her chest as she heard Spike’s breaths become shorter and shorter as he neared his peak…

A sudden feminine gasp coming from behind the both of them startled the dragons out of their blissful reverie.

Ember glanced up at Spike, his twitching pride still sitting against her tongue, and when she saw his eyes were wide and full of terror she pulled away with a lewd sounding slurp. She turned around to find Rarity, standing shocked at the unexpected scene she had stumbled upon.

“What in Equestria is going on here!?”

Ember smiled as, when Rarity’s eyes moved down between Spike’s legs, an easily recognizable blush recolored the white fur on her cheeks pink. “I’m thanking Spike for helping me out…” She moved over a foot-or-so, giving Rarity a perfect line of sight to the twin cocks glistening between Spike’s legs. Her smile turned sly as she noticed Rarity’s blush deepen and her tail start to flag. “I seem to remember him saving a certain somepony from falling to her doom… I don’t know what kind of pony-customs you guys have, but...” Eyes still locked on Rarity’s, she leaned down and licked one of Spike’s shafts from the base to the tip in a single, drawn out drag of her tongue, ending her erotic display with a quick flick across the tapered tip of his cock that caused both the dragon and the mare to let out heated groans. “I certainly think Spike deserves some thanks from you, as well…”

Rarity bit her bottom lip, eyes moving from the rather impressive display of masculinity sitting between Spike’s thighs to the shrewd dragoness sitting next to him. Each time she passed the twin-shafts bobbing in the air but a few short feet away the heat beneath her tail blossomed, and before long she felt the bulbous clit at the bottom of her marehood wink out in a clear display of excitement.

“W-well… I suppose…”

Ember smiled and, after scootching to the side a little, patted the ground next to her. “Well then, I see a certain place on Spike’s body that could use a little thanking right about now…”

        Twilight spun around as she looked at the vast expanse of caverns all around her, quill working a mile a minute as she scribbled down as many notes as she could.

        “Wow… this is amazing!” She paused as a deep moan echoed off the stone walls of the cave, turning and frowning in the direction the rest of her friends still were. “I sure hope that whatever the others are doing is just as awe-inspiring!”

        Spike’s mouth hung agape in awe as he stared at the unbelievable scene before him. Rarity, having cautiously made her way over to him, had laid down beside Ember and now sat cheek-to-cheek against the newly crowned Dragon Lord as they slobbered over each of his shafts. Both used entirely different techniques on him, Rarity settling for dainty little licks against the side of his shaft to get used to the idea while Ember had once again swallowed as much of his cock as she could fit in her mouth, more interested in bringing the dragon to climax than taking her time.

Spike didn't stand a chance.

        Ember pulled her lips back up to the tip of the rod in her mouth, keeping her tongue twirled around the tower of maledom as she glanced out of the corner of her eye at the mare next to her. She smiled as she felt the cock flex in her mouth, quickly glancing at Spike’s face as it twisted up in pleasure before, pulling her tongue back into her mouth by dragging each inch of it across Spike’s quivering shaft, she turned towards Rarity and reached out towards the pink member the mare was licking like a lollipop.

        “Here, pony, let me help you with that.”

        Rarity turned, looking at the challengingly grinning dragoness with a questioning stare as the new Dragon Lord once again took one of Spike's shafts between her lips even as she rubbed the other. “Well, I say… I might like to keep myself prim and proper from time to time, but I certainly know how to please a male, even if he is a drago-”

        Suddenly, said dragon standing before them let out a deep, guttural moan. His head pointed up towards the ceiling as a gout of flames burst from his lips, the magical fire illuminating the walls around them in a light-green glow. Before Rarity could put two and two together, the shaft in Ember’s grip throbbed and released the opening salvo of the first draconic climax she had ever seen in her life.

        Of course, with the shaft pointed right towards her, she suddenly found herself in the line of fire from said draconic climax.

        As Ember happily gulped down each blast of freshly made dragon-cream straight from the tap, she looked out of the corner of her eye to watch the mare next to her get her face coated by the same. She smiled around the throbbing cock between her lips as the pony gasped, thick white globs of seed arcing through the air to land across the pristine white fur of her cheeks. Ember made sure to aim the cock just right, trying her best to cover as much of the canvas that was Rarity’s face with her spurting paintbrush as possible even if, judging by the gasps coming from her, the fashionista wasn't too happy about it.

        By the time Spike's orgasm had subsided, leaving the dragon standing on wobbly legs for a moment before he toppled over onto his back, most of the fur on Rarity’s face had been matted down with draconic seed. A thick strand even clung to the spire of bone protruding from her forehead, the mare unable to see the devastation that had been wrought upon her face. She brought a hoof up to brush some away from her eyes, opening them cautiously to find the smiling face of Ember giggling at her just a foot or so away.

        “What. The. Fuc-mmph!”

        Rarity suddenly found herself tackled over onto her back as a solid mass slammed into her chest, knocking her over with ease and leaving her dazed on the cavern floor. Before she could even think about reacting the light-blue scales on Ember’s face came into view, the dragoness staring at her with a heated, half-lidded stare.

        “Ember? What are you-”

        She was silenced as a talon was pressed up against her lips. “Shh… Let the new Dragon Lord take care of you…” With that she dragged her tongue across Rarity’s cheek, moaning as she scooped up some of the creamy seed from the mare’s face and began to make her way down the moaning mare's lithe body…

        Twilight turned towards the rest of her friends as they came around the corner, excitedly lifting up the rock she had been studying for the past ten minutes in her hoof . “Look at this! The formations in this rock indicate that it was formed well over…” She paused as she got a good look at her friends, Spike nearly tripping over himself as he walked on wobbly legs while most of the fur on Rarity’s face seem to be matted down with… something. In fact, the only one of the three that didn’t seem to be exhausted was Ember, who walked up to Twilight with a spring to her step and, after giving the mare a friendly smile, walked on past towards the entrance to the mountain as she whistled a jaunty little tune.

        Twilight watched her go, only turning towards her friends once the dragoness was out of sight. “What happened to you guys?”

        Rarity frowned. “You don’t want to know, darling…”

Spike smiled. "It was awesome..."

With that, the dragon collapsed into a heap on the cavern floor, sleep overtaking his tired body before it even hit the ground.

Episode 21 - Accelero + Similo Duplexsis = ???

The Castle of Friendship’s library was, well, if you had seen it a few seconds ago you would have called it a mess, but in the blink of an eye it had been restored to a state of perfection that Twilight hadn’t seen since it had first sprouted from that tiny box given to her and her friends from the Tree of Harmony. And all of this was thanks to one pony, who currently stood across from her and her number one assistant with a humble smile on her lips.

Spike pumped a fist into the air. “Way to go, Starlight!”

And then the humble smile was gone. “Oh-ho, I’m not finished! I’ve discovered a very old spell, Similo Duplexsis.” The mare spread all four of her legs and crouched down in a common magic-casting stance. “When combined with Accelero in just the right way…”

Twilight smiled as her pupil’s horn ignited in a flash of blue and white. While the unicorn did still have some problems, namely the bit of an ego she carried over from her time as a super-villain and her lack of contact with anypony not a purple Alicorn or dragon, she had certainly come a long way. Plus, she’d be reminisce if she didn’t admit that the unicorn was a very, very good spell-caster and, with a thought that brought a rosiness to her cheeks, a very, very good-looking one at that.

Twilight dreamily sighed to herself. ‘Good at spells, a nice flank… Celestia above, she’s amazing!’

The mare finished her spell in a blinding flash of light, and once the stars had faded away from Twilight’s vision she watched as her pupil suddenly split in two. “You can literally be in two places at one!”

Twilight’s eyes widened and her mouth fell agape. Not just because Starlight had performed such a high-level spell with relative ease, oh no… It was because there were now TWO STARLIGHTS! Just the sight alone was enough to make her mouth water, and as her mind went to the only place it could go in such a situation she felt a heat start to build underneath her tail.

“Whoa…”

Twilight gasped and brought a hoof to her mouth, worried that she had just accidentally vocalized her amazement. ‘Wait, I didn’t just-’

“That’s...” Looking to her right revealed Spike in a similar state of shock. “That’s amazing, Starlight!”

The two Starlights smiled and started absentmindedly playing with their manes. “Aw, thanks, Spike! With a combination of spells like this, there’s no telling what somepony would be able to do in a single day! I mean, just think of all the practical uses there are for being in two places at once!”

Twilight felt her marehood wink behind her as she imagined the two Starlights working her body over at the same time. ‘Yeah, I can certainly think of some…’

“Yeah, I can certainly think of some…”, muttered the dragon beside her.

The Starlights perked up, both genuinely curious. “Oh, and what would that be?”

“Sex.”

Twilight’s eyes widened in shock as she turned towards her number one assistant. Not just because the relatively young dragon had just said such a thing, but because she had said it in perfect synchronization with him.

A blush crossed both Starlights’ face as they took a surprised step back. “S-sex!? Why… Why would you say such a thing?”

“Um, well…” Twilight sheepishly rubbed the back of her mane.

“Well, uh…” Spike did the same.

Twilight grimaced. 'Well, this is embarassing...' She sighed. How was she going to save face with her pupil now?

“Well, you see, Starlight…” She sat down and started gesticulating with her hooves. “Sex is a… It’s a…” She nudged Spike in the side, who jumped away with a startled yelp. “Tell her, Spike.”

Spike scoffed and threw his arms up into the air. “Pff, are you kidding me? She’s YOUR pupil! Why don’t YOU tell her!” He smirked and pointed towards the two flabbergasted unicorns. “Come to think of it, why don’t you tell her how you’ve been writing in your diary that you want to take her upstairs and fu- hmph!”

Twilight leaned in and, holding his mouth closed with her magic as she glared daggers into his very soul, growled right in the young dragon’s face. “I told you never to read my diary again...” Her face turned quizzical. “Wait, were you just about to say fu-”

“Uh, Twilight?”

Twilight snapped back into her seated position with a far-too-wide grin splitting her face in two, but not before she gave her assistant another nudge in the side with her magic that nearly sent him toppling over to the floor. “Sorry, just had to talk with Spike about something important…” The dragon pouted and crossed his arms. “But, uh, yeah. S-sexual intercourse would probably be a good place for such a spell.”

Both Starlights took a step forward. “Twilight, I-”

Twilight blushed and averted her eyes. “Not that I’ve ever thought about such a thing, of course, but I’m sure that being able to stimulate multiple spots of your partner's body would make the experience that much better, right?”

The perfectly synced mares took another step. “I mean, sure, but-”

Sweat was starting to form on Twilight’s forehead. “I mean, a lot of ponies, not me, of course, probably have daydreams about having intercourse with two or more ponies at once, and this sort of spell would make such a thing so much easier to-”

“TWILIGHT!”

Twilight jumped back, eyes wide with fear. “Wh-what!?”

The Starlights smiled. “Do you want to have sex with me?”

Twilight’s mouth fell agape even as her tail shot straight up into the air. “B-bwah?! S-sex!? With you!? Why… Why would you say such a thing?”

“Well…” The Starlights took another step forward, putting them right in front of Twilight and Spike. “I mean, sure, I was surprised about the idea at first…” They each lifted a hoof and stroked both their cheeks. “But I can certainly see what you mean.”

Twilight looked at her pupil with wide, disbelieving eyes. “Y-you do?”

“Mhmm.” The twin-unicorns nodded. “Of course, there’s only one way to see if this combination of spells would actually work in such an environment…”

Twilight felt her clit wink into the air behind her. “T-testing?”

Both Starlights smirked and leaned in, one whispering into Spike’s ear as the other did the same in Twilight’s. “Lots and lots of hard, sweaty, rigorous testing...”

A bead of liquid excitement dripped down the inside of Twilight’s thigh. “I… I..." She licked her suddenly dry lips. "I think I’m up for some... testing… What about you, Spike?”

Spike could only nod his head, though if one took a peek between his legs they’d see he was certainly raring to go.

The Starlights grinned. “Good… Now, just wait right there…”

And then, in a blink of an eye, the two identical mares were gone.

Twilight swallowed around the lump in her throat. “St-Starlight? Where’d you-”

A sudden force picked both her and her number one assistant up into the air, carrying them both faster than they had ever gone straight towards a table set in the corner of the library. Before Twilight could even open her mouth to scream they were deposited onto the cold, hard surface, and before she could let out a surprised “Eep!” she found herself pinned to the table by one feisty looking unicorn.

“Now then..." Starlight sensually licked her lips. "Let’s start our experiments…”

Twilight blushed as she looked up at Starlight’s smiling visage, the unicorn’s face framed by the magical lights hanging high overhead. “Um... O-okay-hmph!”

In a lightning-quick flash of movement Starlight darted in and placed her lips against Twilight’s, using the Alicorn’s momentary shock to slip her tongue into her slightly agape mouth. Both pupil and mentor moaned as their tongues wrapped around each other, eyes fluttering closed and heat seeping into their cheeks as they embraced like lovers atop the table.

The kiss lasted until the burning in their lungs forced them to separate, leaving both ponies gasping for breath as they stared into one another's eyes. Starlight shot Twilight a smug looking grin, the kind of smile that said “You’re about to get fucked. Hard.”, and after putting a hoof against the Alicorn's chest to keep her pinned to the table she walked over her prostrate form.

“Now then…” Starlight picked up one of Twilight’s hind-legs and scooched forward, putting the sopping wet lips of her light-purple pussy right next to Twilight’s darker ones. “Let’s see how well this works…”

A wet shlick echoed off the library walls as Starlight thrust her hips against Twilight’s, grinding their marehoods together in a lewd display of fat, meaty lips and shimmering, succulent juices. Twilight moaned as she felt her pupil’s pussy press against her own, the deep, guttural sound morphing into a high-pitched gasp as, at the apex of her thrust, Starlight’s clit winked out to lay a kiss against her own. Before she had a chance to catch her breath Starlight had already thrust again, sending Twilight into a spasming fit as the unicorn ground their bodies together in the most pleasurable way imaginable.

“O-oh, Starlight!” Twilight’s head started uncontrollably shaking back and forth as her pupil's hips became a blur beneath her. “Oh my gosh! Oh my Celestia! This is-”

“Shh…” Starlight smiled and nodded her head across the table. “I think there’s a better use for your mouth right about now…”

Twilight glanced up, just in time for the lights hanging overhead to be blocked by the second Starlight’s big, fat, light-purple plot. A groan sounded just past the heavenly ass descending towards her face, and just before her vision was taken from her she leaned her head back and, viewing the room upside down from between the second Starlight’s legs, she saw the somewhat stubby purple limbs of her assistant at the mare’s front.

Both Starlights moaned as one sat back on Twilight’s head, though it was somewhat muffled by the draconic cock shoved between the second one’s lips. Spike had his claws on either side of the mare’s head as he thrust his hips against her face, sinking his dragonhood back and forth between her lips as his scaly balls slapped her in the chin. Lines of drool seeped from the corners of both Starlights’ mouths as the taste of dick spread across their taste buds, and the dual sensations of Twilight’s pussy rubbing against her own even as the same Alicorn ate her out was like nothing she had ever felt before!

Twilight moaned into the thick mare lips pressed against her face, tongue buried as far as it could go into her pupil’s snatch in an effort to pass on as much of the electric pleasure coursing through her veins as possible. The unicorn sitting on her head began grinding her hips against her face, scrunching up her muzzle and sending rivulets of her juices down her chin. That, combined with the constant grinding against her pussy, sent Twilight’s eyes rolling to the back of her head, reducing the Alicorn to nothing but a vessel of pleasure for the two Starlights to use as they saw fit.

Spike, meanwhile, had begun to really get into face-fucking his half of the Starlight twins. The dragon had curled his body around the mare’s face, head next to her horn and feet on their tippy-claws as he slammed his hips against her lips. Each time the dragon’s cum-laden orbs slammed into Starlight’s chin he’d let out a ferocious sounding hiss, and before long he, too, had seemingly lost control of his body to the haze of lust in his mind.

The Starlight between Twilight’s legs grinned at the writhing mass of ponies before her, and as her magically-created copy picked up her hind-end to reveal the near passed-out form of the Princess of Friendship she had an idea. Laying down on top of her mentor, Starlight began to lick off her own juices from the mare’s face, moaning as her taste buds were assaulted by her sweet ambrosia. Of course, while it was a nice bonus, cleaning off Twilight’s face wasn’t the real reason for her change in position.

With her on top of Twilight, her horn was pointing straight towards her other self's sopping wet pussy, the lips bright pink from the Alicorn’s exceptional tongue-work from just before. Keeping herself as still as possible, the Starlight on top carefully sat back onto the bottom’s horn, the spire of smooth bone easily piercing her outer gates to sink through her folds like a knife through butter. Within moments Starlight felt her own marehood press against her forehead, drops of her excitement matting down her mane and fur as she sat pierced on her own horn.

Twilight, eyes wide as she watched the scene from below, gasped as the Starlight on top of her resumed her gyrations against her hips. With them laying belly to belly, however, the sloppy makeout session between their marehoods was no longer possible. The pouting ends of their pussies, however, were close enough to kiss like a pair of long-lost lovers, causing the bulbous buttons of their clits to wink out against each other in rapid succession.

Spike, meanwhile, was starting to feel the toll on his young body. Beads of sweat trickled down his forehead and back, tickling his scales as they dripped down to the floor. His chest heaved with each thrust he made against Starlight’s face, and whereas he had been hissing or growling each time he bottomed out inside her mouth now he could only draw in another panting breath. The muscles in his legs screamed at him to take a break, and with his climax still a ways off he wasn’t sure he’d have enough in the tank to finish.

Starlight, apparently sensing the dragon’s distress, grabbed him in her magic and pulled him away, causing the spit-covered cock in her mouth to slip from her lips. She looked up at him, butt bouncing up and down on her own horn, and gave the dragon a warm smile. “I-if you’re getting tired-ah!” Starlight shivered at a particularly hard thrust. “Why d-don’t you go around to the other side?”

Spike looked at her, questioningly. “Wh-what?” He took a step back. “What do you-?”

He paused as movement beneath Starlight’s legs caught his eyes, and what he saw as he looked down took his breath away. Twilight, flat on her back at the center of the table, had wrapped her hooves around the other Starlight’s midsection as she sloppily made out with her pupil. Drips of mare-juice dropped from the Starlight he had been facefucking's puffy pussy, splattering onto both the mares’ beneath her to create one sloppy-looking pile of ponies.

Dazed, Spike made his way over to the opposite side of the table on wobbly legs, erection bobbing between his legs as it searched for its next target. His balls felt full of seed, the cum-silos ready to dump their loads at a moment’s notice. The cool air in the room caressed his spit-slickened shaft as he walked, sending shivers up his spine and drips of pre drooling from the tip. It felt like it took ages for him to make the arduous journey around the table, the constant gasps and groans coming from the rutting pile of mares on top of it goading him on-

And then, what was only seconds later, he found himself looking at something he never expected to see even in his dreams.

Two perfectly pristine marehoods, sitting atop one another with the fat bulbs of their clits mashed in a kiss. Drooling rivulets of their juices intermingled before rolling down the insides of their thighs, dripping off their bodies to form a puddle on the crystalline table below.

Spike licked his lips. Where the trip around the table had been difficult, having to make a choice between the two sets of dragon-heaven was even more so. Twilight’s lips looked thick and juicy, the kind of pussy that would wrap around his cock with open arms and carry him into the kind of climax most males would only dream of. Starlight’s was just as impressive, tight enough to squeeze his shaft and milk the cum straight out of his balls while being soft enough to caress every inch of his cock in just the right way.

“S-Spike…!” The dragon glanced up to find the second Starlight, blush on her cheeks as she rode her doppelganger’s horn, looking back at him over her shoulder. “I-if you can’t choose, just put it between us!”

Spike’s dragonhood flexed at the thought. His eyes fell back down to the point of contact between mentor and pupil, where the flesh of their marehoods intermingled to form a tight looking hole. He imagined shoving his cock between the two ponies and how the mare’s continued gyrations against one another would sandwich his pride between their bodies. He imagined them both moaning his name as their clits kissed the side of his shaft, the gushings of mare-honey as they climaxed onto his dick. And then, as the final straw, he imagined his dragonhood painting them with his seed, splattering his very essence  across their lower stomachs as they all writhed in endless pleasure.

Spike nodded his head, his eyes never leaving his target. “Y-yeah… Sounds… good…”

Starlight returned the nod. “G-good. Now, get to it! I d-don’t think I’ll last much longer!”

With that, the mare turned back around and threw her head back to moan towards the ceiling, the seemingly never-ending thrusts against her other self building to a crescendo. Spike quickly made his way between both Twilight’s and Starlight’s legs, climbing on top of the table and crawling on his knees to put his cock at the perfect level between their marehoods. He teasingly rubbed the tapered tip of his shaft up the center of one and then the other, coating it in enough of their juices to make it glimmer in the light.

And then, with a deep breath, he pushed his dragonhood forward.

Stars flooded the dragon’s vision as his cock slipped between the two mares’ mashing marehoods, their clits peppering kisses up the length of his shaft as he pushed himself to the hilt. His balls slammed into Twilight’s pussy with a wet slap as he bottomed out, causing the Alicorn to moan into Starlight’s mouth as a lightning bolt of pleasure raced up her spine. The seeping lips had done an amazing job at lubricating his shaft as it slid through, and as he took a moment to catch his breath his juice-covered cock flexed against their lower stomachs to wipe away some of their liquid-honey.

And that was only the first thrust!

With a long, drawn out groan and an even longer pull of his hips, Spike extracted his cock from between the two mares until, when the tip of his cock was sandwiched between their clits, he reversed direction and pushed back into the warmth of their bodies. The dragon soon built himself into a rhythm, pushing forward with enough force to send his balls crashing into Twilight’s marehood like a pair of wrecking balls and pulling back as fast as his body would allow. He even had the presence of mind to bring his claws in on the action, one pulling and tugging on Starlight’s tail as the other worked his digits in and out of their clenching cunts.

The Starlight kissing Twilight like there was no tomorrow pulled back with a gasp at one such claw-thrust, resulting in her horn pushing against the walls of her copy's fluttering passage as she sat against her forehead. It was a strange sensation, feeling your horn sheathed inside your own marehood as a dragon thrust against your clit. Strange but very, very good, and before long Starlight felt a tenseness start to form in her lower stomach.

Letting her head fall next to Twilight’s as the two mares rode out their pleasure, Starlight breathily whispered into the Alicorn’s ear, “I-I’m close, Twi… How are y-you?”

Twilight was apparently a bit further along than her because no sooner did she get her words out that the Alicorn’s horn ignited in a flash of light. The Princess of Friendship shriek as every muscle in her body began to rhythmically contract, vision fading to white as the draconic dick between her legs continued to saw against her clit. Her marehood clenched once, twice, and then, with a moan that became muffled as Starlight pushed her mouth against hers, Twilight’s orgasm crashed into her like a tidal wave on the shore.

Spike’s teeth grit together as he felt the first gush of marecum splatter against his balls, completely coating his scaley sac and, as he pulled his hips back, the underside of his cock. The sound of Twilight moaning filled his ears, causing his libido to go into overdrive as his hips became a blur beneath him. The once far-off tinglings of his climax suddenly barreled down on him like a runaway train, one that, when it reached its final destination, ripped a line of fire from his lungs as he tilted his head back and moaned towards the ceiling.

Starlight gasped as the first blast of dragon cum rocketed out of Spike’s cock to coat her lower stomach, the gooey strands sticking to her fur and painting her lower-half white with his seed. She gasped again as the dragon suddenly wrenched his cock back from between her and Twilight’s bodies, so much so that the tip of his shaft slipped past their grinding clits out into the open. A third gasp would prove to be her final because, as Spike’s orgasm continued, a thick dollop of seed arced through the air and landed smack dab on her clit, sending a final, Equestria-shattering blast of pleasure straight up her spine that sent her over the edge.

"OH! TWILIGHT! SPIKE!"

Spasms raced down Starlight's spine as her marehood clenched down on air, sending jets of her marecum streaming out of her pussy that splattered across Twilight's own, rapidly-winking lips. The doppleganger sitting atop her horn did much of the same but, after only a few gushes against her face, she lost enough of her concentration that it vanished into thin air. The continuous clenching of her muscles forced her to thrust against the mare beneath her, grinding their clits together as they blissfully moaned together in a symphony of lust. The pleasure soon became too much, and in an effort to pass some of it along she shoved her lips against Twilight's and wrapped her tongue around her mentors. But, like all good things, all three climaxes would come to and end, leaving both mares panting into each other's mouths as their orgasms gradually faded away.

Starlight shivered one final time as her climax came to an end, and as beads of sweat mixed with her own cum dripped from her face she pulled back, looked down at Twilight, and smiled. “Phew..." She leaned in and playfully licked a bead of mare juice from her mentor's face. "So, how was that?”

Twilight chuckled between deep gulps of air. “Heh heh… I’d have to say that Accelero and Similo Duplexsis happen to work rather well in this situation.” She glanced over towards her assistant, who plopped down beside them with a sigh. “Wouldn’t you think, Spike?”

Spike, collapsing flat on his back next to the two mares, wearily lifted a claw into the air and gave them a big thumbs up. “Yup…”

The mares chuckled, and with matching sighs they embraced in a hug, each closing their eyes as their respective afterglows gently caressed them into sleep.

At least until Twilight’s eyes popped open. “Oh, and Starlight?”

Starlight wearily cracked open one of her eyes. “Yeah?”

Twilight smiled and rubbed a cheek against her beloved pupil’s. “You still need to do those friendship lessons with my friends…”

Starlight frowned. “...Fuck…”

And that is the story of how Starlight failed to get out of friendship lessons by having raunchy sex with her mentor.