Contains: In-heat fillies looking at pornography (mare group masturbation with dildos) , in-heat fillies looking at/playing with sex toys, the self-defloration of said three fillies, group masturbation (dildos), and multiple orgasms, including extensive female ejaculations.

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"So...how do these work?" Sweetie Belle asked, looking at the dildo as though it were some alien technology and not modeled after something her deepest instincts needed, before then looking up to Scootaloo. "This is the 'stallionhood' Apple Bloom and you talked about, huh? Is this...supposed to...g-go inside of me?"

"Yeah, that's what a real 'penis', or 'stallionhood', looks like when it gets all hard when a stallion or colt is ready to...uh...breed you and give you his sperm to make a foal with. As for using it, well, it's kinda simple to use really. You just take that one end, the part that looks kinda flat and is called the 'flare', and put it inside your marehood first, then the rest. Then, you simulate sex by putting it in and out of your marehood, like if a stallion were thrusting into you." Scootaloo answered, as though it were the most obvious thing in the world and every filly should know it.

"Right...an' how in th' hay are we s'pposed t' do that? Ah ain't exactly Blossomforth here!" Apple Bloom said, still wondering how that super-flexible Pegasus could do what she did. She could have sworn she once saw Blossomforth contort herself so her muzzle was between her back legs before... Apple Bloom thought, a thoughtful expression crossing her muzzle as she imagined sating her own heat like that.

Scootaloo tapped her chin, before looking to their old reliable; the Playcolt magazine. As she opened the magazine to the next page, the trio saw the three mares masturbating with dildos together. A chocolate-brown unicorn mare with a light-tan mane was using her magic to levitate a dildo and press it into her heat-swollen pussy while the lime-green Pegasus mare with platinum blonde mane had her dildo stuck on the floor with a large suction cup, with her sitting on it and a large puddle of her fluids beneath it, her face one of pure bliss. A third mare, the charcoal-grey Earth-pony mare, was meanwhile pressed up against a wall with her teeth gritted, only a bright-pink base shown from the side-shot as she clearly had a dildo hilted deep inside herself. In the next shot, it was revealed that her marehood was spread by a particularly thick dildo as she'd pulled partially off of it, the camera capturing a squirt of her fluids onto the wall as she seemingly winked and came.

"See, you do it just like that, or that," Scootaloo stated, pointing to the mare sitting on the floor and the mare against the wall separately, "and you don't even need magic or to be stupid-flexible to use these." Scootaloo then lifted her head again with one of the suction cups that came with the toys in her mouth. She then picked up and looked over her own dildo, before seeing that there was a groove underneath that seemed to slide something into itself, as well as a hole with what looked like threading inside of it for something to be screwed into it.

After some consideration, Scootaloo moved her hooves and mouth in such a way as to cause the protruded bottom of the suction cup to slide into the groove on the bottom of the dildo, ending up with it firmly attaching itself with a quiet 'snap'. "Like that! You just attach the suction cup, and..." Scootaloo pushed the slobbery suction cup onto the smooth floor and it stuck easily, the semi-flexible dildo then lightly swaying, the other two fillies' eyes following it; "...then you put it on a smooth surface like the floor, a wall, or maybe a bed headboard. And then..."

Scootaloo then turned and aligned her rump with the toy on the floor with confidence, as though she'd done it a million times despite it being her first, before starting to squat down and feeling the head of the toy touching her marehood, feeling a surge of this being right going through her. She didn't know how else to consider it other than that, as deep inside herself she felt that it was the right thing to do. "...and then you sit down on it, slowly."

Scootaloo then started to slowly lower herself on the toy, feeling that nice, thick flare starting to part her lips. An eager whicker escaped her lips as it finally, easily slid along her lips and her smooth, well-lubed entrance, the other fillies watching her with jaws agape that she was actually doing it. Scoot's body welcomed the visitor in as her heat started to lessen at the feeling of being hot-dogged making her sigh softly at the ever-so-slight relief as her clit winked along its length, her small wings fully erected behind her in her intense arousal. "S-see girls? It's...oh Celestia...i-it's easy, a-and it feels REALLY good!" she stammered out.

A loud crash of thunder sounded, making all three fillies jump...including Scootaloo. As she jumped at that sudden sound, she lost her balance and flopped down fully onto the length of silicone, fully forcing it into her body at once; it slid in swiftly and easily into her well-lubed, very-ready body.

Scootaloo felt the toy punching past something inside of her, making a stinging pain surge through her as she sat with her flank completely flush to the dildo's base. She let out a short, involuntary cry of pain as she felt that deeply unpleasant stinging sensation of losing her hymen and the almost cramp-like feeling of her virgin passage being spread and filled so quickly. Even through the pain and discomfort though, her eyes glistening with restrained tears, something deep inside of her told her this was alright; that this was meant to happen and was a good thing, and she was OK. Better than OK, really. She was being bred.

"O-oooow..." Scootaloo moaned as she sat stark still, feeling her insides squeezing around what had entered her so sharply, her body already kneading the toy inside her on reflex as it slowly spread out for its first guest, "...I know Cheerilee said the first time could hurt, but OW!"

The other two fillies looked on stark-still as they watched their friend impale herself on her silicone cock, then sit there with it fully inside of her, whimpering as her red-tinted fluids flowed out of her. "OHMIGOSH! Ahm gonna get Applejack!" Apple Bloom exclaimed as she saw her friend in pain and bleeding, Sweetie nearly fainting at the sight of Scoot's blood. Apple Bloom was standing and facing the door, but was stopped by Scootaloo.

"W-wait, no...I'm...I'm OK...really." Scootaloo said, holding a hoof up to stop her friend, "C-Cheerilee said t-this is just what happens a f-filly's first time, t-that there's a little strip of flesh just inside there that sometimes t-tears the first time they're p-penetrated. T-the 'hymen' I think it was called." Scootaloo said, wincing a little as the dildo shifted as her balance changed, "I'll be OK in a minute, I promise. I d-don't need help, I'm fine. I...went too fast is all. Cheerilee said to go slow the first time..."

After being told that it was OK and normal, despite still feeling she should get Applejack to make sure, Apple Bloom simply nodded and calmed down, coming to sit down again. Sweetie was now laying down watching, still looking faint but not looking like she'd actually pass out. "A-Are you sure you're OK?" Sweetie asked, her voice lightly trembling in worry for one of her best friends.

"Y-yeah, I'm fine, really. I'm feeling way better already..." Scootaloo said, and indeed she was feeling better. The pain of her defloration was only there for a short while before the feeling of being filled and stretched inside overtook it, her mind growing slightly fuzzy at the feeling; something inside her mind telling her that this was a good thing and she needed to keep it up. "...It feels...kinda good now, actually." Scootaloo shifted again as she felt the phallus move inside of her, making her let out a quiet 'mmm' at the feeling. "W-wow, this...this actually feels...really good."

Apple Bloom watched as Scootaloo ground against the base of the toy for a while, meanwhile soaking the floor in her now-clear arousal, before she lifted herself from the toy slightly, the toy remaining stuck firmly to the floor, then sat back down on it again slowly this time. She let out a quiet 'aah!', but not of pain, feeling a pulse of sensation like when she was being licked and Apple Bloom went inside of her, but more intense and all inside of her whole lower belly instead of just at her entrance. "G-gals, this feels w-wonderfuuuuul! You gotta try it!" Scootaloo insisted as she started to lift herself more from the toy with each lift, only to slide down it again, the toy now glistening with her filly-juice, the feeling of the medial ring spreading her and rubbing her clit each time it went in or out making her shudder slightly. "I-It's like my heat almost stopped when I put this in me! It's great!"

As she watched Scootaloo using her toy and the dreamy expression on her face, as well as the promise of it stopping the burning inside of her after some discomfort and pain, Apple Bloom thought that a little pain was a fair trade for relief. She picked up her own toy and fiddled around with the suction cup base until it clicked into place like Scootaloo's had, before going up to one of the clubhouse walls and, holding the pseudo-cock in her mouth, sticking it onto the wall at what she believed to be a good height to be lined up with her crotch. Satisfied when it stayed, Apple Bloom looked it over, actually slightly intimidated by the length she'd chosen. "Consarn it...Ah wish Ah'd gotten the normal filly-size model..." Apple Bloom muttered, before turning and hiking her tail up, looking back as she backed up to align herself.

As Apple Bloom felt the 'flare' of the toy bump her plot-hole, making her quietly whimper in surprise, she quickly readjusted her trajectory and rose her hips until the toy brushed over the lips of her inflamed slit, making her whimper this time at the pleasant sensation. Her body was screaming at her to take that 'stallion' inside of her and she was having a hard time resisting, indeed wondering why she even was. Apple Bloom felt the wave of nervousness dissipate in her as she watched Scootaloo now eagerly rising and slamming herself down on her own toy and her flank jiggling with each drop, her mouth wide open as her tongue lulled out, her eyes closed and soft, very pleased moans coming from her as she was filled again and again.

Apple Bloom, all the while winking onto the toy's flare and soaking it in her lube, finally took a deep breath and stepped back.

Wanting more of that lovely feeling, Apple Bloom backed up more until she felt the dildo hit something that made a small tinge of pain roll through her and making her stop, knowing that must be her 'hymen' that Scootaloo was talking about and it would hurt when she broke past it. Looking over to Scootaloo again and seeing how pleased she looked, her face one of pure bliss as she kept rising and lowering herself on her toy, Apple Bloom decided that doing it quickly and all at once was generally the best way to do something that hurts, and as such suddenly slammed herself back against the wall, taking the whole length inside herself at once. She felt as the toy slid easily past her lips and into where Scootaloo said was most sensitive, feeling that thick flare sliding in easily. Apple Bloom's mind buzzed with the sensations that it was giving her, the feeling of satisfaction and just how right this felt to her deepest mind.

As she felt that intense merging of pain and pleasure and fullness, of being fully and satisfyingly filled all at once despite the pain, Apple Bloom came again on the first thrust. She whimpered then cried out as she felt pulses of the most intense pleasure she'd felt yet rolling through her, her red-tinted orgasmic fluids rolling down the clubhouse wall as her back legs trembled, with her mostly being held up by the dildo so deeply impaling her. She felt as her insides squeezed the dildo hard with each pulse of the strong pleasure, her clit winking against the wall constantly and spasmodically as she came spectacularly, tingling pleasure and relief flowing through her and making her feel...happy. A kind of very deep happy she'd never felt before. All too soon the sensation ended, leaving her mind feeling fuzzy and her whole body still tingling and slowly kneading the pseudo-penis inside of her, her passage trying to claim the seed this fake penis simply couldn't provide.

As she opened her eyes, Apple Bloom's pleasure dimmed and was replaced by that slowly growing heat in her belly again, though much more slowly as she was now spread by a stallionhood and felt content to a degree, Apple Bloom saw the other two fillies looking at her. Scootaloo had stopped hilt-deep on her toy as she did, while Sweetie dropped the dildo that she was softly rubbing against her fillyhood as Apple Bloom had cried out in her orgasm. "W-wow, y'had another orgasm already? That was fast." Scootaloo said, once more rocking her hips as she saw the deep sex-blush on her friend's face, seeing a large pool of her fluids beneath her and running down the wall, then wincing as she noticed their reddish hue. "Well, at least that's done now, right?" she said, "Now you'll feel nothing but good every time you have sex or are penetrated from now on."

Apple Bloom was still buzzing in her afterglow, but managed a weak nod in response, keeping herself impaled to her core on the dildo, with that feeling like the right thing to do. "Mmm, it hurt a bit at first, but now it feels nice wi' this jus' bein' inside'a me." Apple Bloom said, squirming a bit and feeling as her body kept kneading on the toy constantly, though nowhere near as intensely as it had during her orgasm, "It makes me feel...finished when Ahm squeezin' on this in me, feelin' it pushin' against that somethin' deep inside of me. Like...Ah feel complete. Like Ah need this t' be inside me an' stretchin' me out like this. Ahm glad Ah bought the larger model after all..."

Scootaloo nodded, all the while shamelessly bobbing herself up and down on her own toy, feeling that deep need to be bred and satisfied still burning strong in her. Sweetie was meanwhile watching as the other two fillies screwed themselves silly with the fake dicks, while she meanwhile was only softly rubbing her outer lips with her own. Hearing her best friends talking about how good it felt to have their toys inside of them, feeling her own burn simply getting worse while she only nervously teased herself with her own, Sweetie huffed and got up. Carrying her dildo in her mouth like a dog would a bone, Sweetie walked over to the big pump-looking thing and found the final suction cup beside it, then went to the nearest wall.

Sweetie attached the suction cup to the base of the dildo with a quiet snap, then licked on the cup and stuck it on the wall like Apple Bloom's was. Upon seeing it stay, giving it a tug with her mouth to make sure it stuck, Sweetie then backed up against it, feeling the eyes of the others on her as the toy slid between her legs. As it rubbed between her immature teats, Sweetie gasped in pleasure as her hyper-sensitive nubs were rubbed, alongside her winking clit all at once. "Ooooh wow..." Sweetie moaned out as she felt what her body so craved teasing her, already rocking her hips on reflex against the length of her pseudo-stallion, making the stallionhood start to slide between her teats as her filly-honey oozed onto it, matting her whole underbelly with her fluids and making it slide easily.

Apple Bloom then noticed Sweetie hadn't quite gotten the toy into herself yet, seeing the nervous expression on her face as she only softly ground herself against the wall-attached dong. "C'mon Sweetie, it feels so good once ya get past that first lil' bit'a pain...it'll make ya feel real good, an' help stop that burnin' in ya." Apple Bloom encouraged, Sweetie looking over to her and biting her lower lip as her brows furrowed.

Apple Bloom had started rocking her own hips again as Scootaloo cried out in another orgasm suddenly, planting herself as far onto her dildo as possible and staying there, trembling as she did. The floor beneath her grew even more soaked than it already was as her thick, fertility-telling emissions pooled down, her head tilted back in her release as her insides clamped down on the toy once more. "Sweetie, Ah know ya wanna feel as good as Scoots is right now. All ya gotta do is back up on that toy and rock yer hips like ya were earlier. It's that easy."

Upon seeing and hearing her friend getting off again, Sweetie felt a more intense burning in her belly than before, and vowing to herself to stop it, she arranged herself so the flare was at her entrance now. "Alright, here we go..." she whispered to herself encouragingly, then slowly backed up.

Sweetie gave a quiet whimper as the flare of the dong spread her lips slightly. It felt...good. Really good. Instinctively wanting more, Sweetie pushed her hips up and down its length, feeling more of the thickness along her virgin passage, making her mind soar with the sensation as she steadily ground on it. After feeling that slight pain and the sensation of something resisting her backing up when she placed the tip between her lower lips again and tried to push it in, Sweetie whimpered in fear, her eyes closed as she started to softly tremble.

"I...I can't..."

As Apple Bloom saw her friend standing there with the dildo only slightly within her, seeing tears coming to her eyes and the clear look of fear on her face, Apple Bloom walked forward and felt the dildo sliding out of her, replaced almost instantly by a burst of uncomfortable heat. She knew this was more important than her own relief though. Walking over to Sweetie Belle, Apple Bloom placed a hoof on her and felt her trembling slightly.

Upon feeling a hoof on her withers, Sweetie looked up and her gaze was met with the emerald-green eyes of her friend, as well as a gentle smile. "Now ya listen here Sweetie, it's gonna be alright. Like Ah said, it'll prob'ly just hurt fer a little while, then it'll feel real good. Ah promise." Apple Bloom said in a soothing voice uncharacteristic of her, with Sweetie's trembling slowing as she felt Apple Bloom softly rubbing on her back, the contact of another making her calm down.

"...b-but...I...I can't..." Sweetie stammered out, only to feel Apple Bloom stop rubbing her back, and instead holding her hoof out in front of her, easily in reach of Sweetie Belle's.

"Yes ya can. All ya gotta do is back up. Ah'll help ya. Here, take mah hoof. Iffin it hurts, squeeze it as hard as ya need to 'til it stops. Ahm here fer ya Sweetie, Ah promise." Apple Bloom said, glancing over to Scootaloo to see she'd stopped screwing herself and was instead watching them, but she stayed quiet. Sweetie Belle, with a trembling hoof, reached out to Apple Bloom's and took it, before feeling a tear rolling down her cheek.

"Just push back Sweetie, It'll be OK." Apple Bloom said softly, and as Sweetie heard that, she complied and pushed back, slowly, until her pussy lips were penetrated. At once she felt her virginity being taken, giving a quiet 'aah!' of discomfort as she felt a stretching feeling in her belly. She squeezed the hoof in her own as she endured her defloration, all the while hearing a quiet shushing sound from Apple Bloom, feeling her friend's muzzle nuzzling into her side comfortingly. She didn't stop until her lower lips pressed firmly against the toy's medial ring

After only a few seconds of the discomfort, and an unexpected lack of pain, Sweetie felt the uncomfortable spreading feeling dulling as her body adjusted to its first guest, with her feeling a certain kind of contentment bleeding in now that she'd never felt before. "W-wow, this feels..." Sweetie stammered out, her whole body screaming at her that this was something she wanted, and that she needed to keep moving.

"See, Ah told ya. Weren't nothin'." Apple Bloom said confidently as she watched Sweetie push back the rest of the way onto the toy and hilt it in herself, hearing the contented sigh from her as she did.

"Thank you Apple Bloom, thank you so much!" Sweetie said, her voice cracking on the last word as she released Apple Bloom's hoof and used that hoof to instead squeeze her friend in a thankful hug, with Apple Bloom returning the embrace, "It feels...so good now..."

"Right, good t' hear. Now all ya gotta do is start rockin' yer hips like Ah was doin' earlier, an' that's all there is to it." Apple Bloom said, getting a nod from Sweetie as she did just that, a quiet moan coming from her as she slid the dildo out of herself then back in.

"Thatta girl." Apple Bloom said with a soft smile, before going back to her own toy and sinking it into her depths again, all while watching Sweetie Belle doing the same.

It wasn't long before Sweetie was steadily rocking against the toy, feeling it perfectly spread her every time and make her feel complete. The more she rolled her hips and felt that thickness deep inside of her, the more her quiet moans grew and the pace of her thrusts back on it increased until she was going the same pace as her friends. It wasn't long past when she'd lost control of her own hips, them working on their own to slam that toy as deep as possible into herself and keep it there, until a high-pitched squeal of ecstasy came from Sweetie as she hilted the toy and a flood of her fluids escaped her, her whole body lightly quivering again, but this time not in fear.

Sweetie felt as her body kneaded and milked the toy as an intense wave of pleasure rolled through her, cumming stronger than ever before...but something about that sensation wasn't totally satisfying to her, just like when they'd licked each other. It felt like her body was expecting something else to come with her orgasm; something going really deep inside of her. "G-gals, something...doesn't seem r-right about when I o-orgasm..." Sweetie stammered, "It's like my tummy wants something...something way inside of it. Like it's...hungry, but in the lower part of my belly."

Apple Bloom and Sweetie Belle face-hooved.

"Oh fer...we forgot th' fake semen!?"

"Again?!"

Author's Note

Three fillies, now young mares.