2. Save Rainbow Dash
3. Save Apple Bloom

It was a hard choice for Twilight. But in the end she had to decide since time was up. She quickly teleported Rainbow and Apple Bloom to the safety of her castle. Maybe Rainbow could get help? Then again Rainbow was still delirious and until she was useful again it might already be too late…

Of course it at least meant her fellow Element Bearer was safe. Not to mention that Apple Bloom would be spared the fate she was now about to share with quite a few different ponies.

She felt sorry for the fillies. It was the last thought she could process before her legs gave out under the strain of exertion. It was something that was met with cheers from the demons, while the fillies looked rather frightened.

Dinkie started to cry and run to her mother, right into the demon herd. She seemed to accept her fate, just so long as if she could be with her. It was rather heartwarming.

Scootaloo sighed and sat down, resigning herself to her fate, while at the same time eyeing the throbbing demon shafts curiously.

Only Sweetie Belle was pressed firmly against the wall of the building, shivering. She wasn’t ready to lose her innocence and her first time to these creatures, but alas it was over now and could not be changed anymore.

Dinkie was the first one to be grabbed. Just as she reached her mother and nuzzled her some red hands grasped her small filly plot, before pulling her onto a demonic shaft. Dinky cried out but that was immediately silenced by a bottle that was forced into her mouth.

As they forced her to drink said liquid one could clearly see a growing blush on the fillies face. After she drank everything and the bottle was taken from her she was panting heavily.

The demon was meanwhile spearing her diminutive form on his cock again and again, stretching her little pussy beyond what should be possible. Even showing the cock bulge on her stomach. But despite that Dinky could only pant, moan and squeal in ecstasy until another imp shoved his dick completely down her throat. Whatever he gave her must have been some kind of aphrodisiac Twilight concluded. Not that it was important now, seeing as she would soon follow the fillies example.

And it seems sooner than she thought as a shadow suddenly loomed over her.

Her estimate of him being about four feet high seemed to be accurate. At least she was four feet tall and he seemed only to be a bit above that. Not that it mattered as she was laying down and therefore had him towering over her.

Also Twilight had to admit it was a bit funny that inane thoughts were coursing through her mind right before this sexual beast would fuck said mind right out of her.

The gang leader pointed to her, making the imps nod as they turned her around so that her plot was facing him and they held her tail up. Twilight ever being the curious pony turned her neck around to observe the final moments before her innocence was completely lost.

Twilight’s eyes widened as she saw the large imps cock. It was a huge animalistic puppy-pecker. Long enough to pierce into her womb.

Twilight whimpered as she bit her lip in repressed arousal, her eyes then intently eyeing on the knot. That thing would stretch her out beyond anything she could have imagined during intercourse. And seeing how high her arousal was she doubted she could fight back, even if she wasn’t magically exhausted.

The gang leader gave her a raunchy grin, clearly telling her that it knew about her perverted thoughts. Something that made the needy princess blush and avoid eye contact.

As she let her eyes gaze in a different reaction she saw that Scootaloo was already being surrounded as well. Said filly was even masturbating to what was happening to Dinkie, as her eyes seemed to be glazed over with lust.

An imp then moved forward, smacking his cock against the sitting fillies cheek, making her pause momentarily and look at it, as if noticing the red carnal rod for the first time. She was biting her lip in hesitation for a moment, but then looked over to Twilight and her prone form. It made her realize she didn’t need to hold back her curiosity as there was no pony going to save them.

With that thought in mind the filly curiously pushed her muzzle forward, sniffing on the musky cock, before slowly and all too cautiously rolling out her tongue and taking some laps at the cock, making the imp grin.

“I knew it! This filly is a born slut! Her eyes were telling it all! The desire to suck cock!” the imp said cockily with a grin, making the filly blush heavily.

Was she really such a slut? It certainly would explain her thoughts even after she was cleaned of her corruption. These demons were awakening something in her. Something she couldn’t help but to enjoy as she smiled, before taking the cock in her drooling maw.

The taste was just as heavenly and soon she felt another imp get behind her, “Stand pony,” it said, no commanded her, and Scootaloo did all too obediently as the imp quickly positioned his cock behind her prodding her wet nether lips. He gave one short thrust parting her labia and diving into the eager honeypot of this filly slut.

Scootaloo could only moan around the mouthful of demon cock as she was spitroasted by their hard cocks and the one that robbed of her virginity in quite the spectacular fashion. Something many ponies could claim on that fateful day.

The imp was pounding her over and over again without giving Scootaloo a break while the imp using her mouth was face fucking her to no end. Only thing she could do was moan around the cock in complete pleasure, but unbeknownst to Scootaloo, another imp slid his way underneath her. The thrusting stopped for a moment with only the tip of the demon dick inside, Scootalo wiggled her frame to have it continued but then the imp underneath her aimed his cock at her pussy entrance as well. With a hard mighty thrust, the two imps managed to plunge both of their dicks into her cunt, hitting the very back of her womb and leaving a huge bulge in her belly.

Scootaloo screamed around the cock in her mouth from the two demon cocks entering her twat, immediately cumming from the extra stuffing as the two imps began to pound her stretched breeding hole.

Twilight snapped out of it as she felt her marehood winking. It was a clear invitation making her cheeks heat up, and the leader behind her laughed.

She was about to retort something. To defend herself of this shameful display, but only a second later was her pussy taken by this beast.

Twilight moaned out instantly, together in a chorus with the others. Her body jolted with ecstasy as this mighty tool was scraping all too pleasingly against her insides. Jolts and fireworks were going off inside of her body as she finally got what her body yearned for in this now debauchery filled town.

She felt her hips buck pathetically back into him as he started to thrust. The feeling of fullness was overwhelming, as with each hard thrust he stretched her out.

Checklists were until now the sexiest thing for Twilight but this cock seemed to fuck this view of hers up and right out of her as she now saw in front of her inner eye this exotic cock replaced with it.

Wet squishing and slapping could be heard, surprising Twilight as she realized that her juices were practically flowing like a river down her legs and providing ample lubrication as she felt her soft hot walls being reformed by that majestic puppy pecker.

Loud orgasmic cries were that followed as the leader speared himself into her womb. Her juices were gushing, and still he pressed on. His cock battering inside of her womb, never stopping or relenting. Even going as far as to stretch the end of her womb out until he was truly hilted inside of her too small hole. He was going to make her his royal cumdump. Well, royal if he even realized who he was fucking with. Though with how delightfully depraved he was treating her Twilight had half a mind left to assume he wouldn’t care about her title, or simply fuck her even harder because of it.

“You will breed strong imps,” the leader noted with clear interest, “Truly quite fortunate to have all these unused females here and show them the wonders of a pregnancy.”

Twilight’s high slowly got down, her eyes widening at this possibility, “P-Pregnancy? B-But I’m not even in ahhhh, season!” she protested, only making him laugh.

“Demon seed instantly makes any female virile and ready to carry out. My pre is already changing your body as we speak.”

“N-Noooooooooooooooooooo!” she whined and moaned at the same time, her meager protests only spurting the gang leader on more.

"Yessssssssss." The gang leader teased, as his thrust were getting harder. "Both you and those filly sluts will become our breeding machines, in fact..." The gang leader than pointed towards Dinky and Scootaloo's direction. "Its already happening."

Twilight looked towards their locations and saw the imps progress on the two fillies.

Dinky was above her mother who was taking a large cock in her twat. The imps were holding Dinky in place as the two imps before were still exploiting Dinky's holes. The imp thrusting in her mouth finally came and stuffed liters of cum down her throat until he pulled out, but left one last load of spunk in her mouth. Dinky was drooling out the corrupted cum which fell on to her mother Derpy's face, this brought the mare's attention as she looked up at Dinky's cum dripping face. This caused the effect of Derpy lifting her head to deep kiss her daughter. Ironic, before Derpy tried to save her daughter from becoming flesh meat for the demons, now she's enjoying her daughter joining in the fun as she deep kissing Dinky to capture cum in her mouth. It was that erotic moment that made the imps occupying mother and daughter to make a mighty thrust into the two and spray their wombs full of seed.

Derpy moaned in the kiss as she once again accepted the wonderful corrupted seed in her womb while her daughter screamed in pleasure as her soon to be impmaker has been filled for the first time. Cum from Derpy's marehood squirted out as room in her womb has already housed imp cum while for Dinky, her womb expanded from the large amount that made her belly look like she at the peak of pregnancy.

Derpy broke the kiss from her daughter and with what's left of her fucked up mind said one last thing to Dinky.

"I'm so glad that you get to be a breeder along with me..."

Meanwhile, the imps using Scootaloo was also approaching the point of orgasm. The imp that was using her mouth was now holding her in a butterfly position while ramming her ass full of his demon dick. The other two imps were at Scoot's left and right side still thrusting deeply into her cunt, and with their new position, Twilight could see two outline bulges on Scootaloo's stomach, showing the two cocks thrusting in and out of her cunt. As for Scootaloo herself, she was lost in the world of bliss from the sensation of being fucked like she was a living flesh-light, with the imps not caring at all of her age.

Then the imp on her right used his hand to turn her head in his direction.

"Tell me filly-slut." He spoke. "Are you anxious that you will be bearing broods of our children when we stuff you fertile womb with our cum?"

For a moment, Scootaloo was just moaning from the constant fucking, but manage to answer.

"YES!" Scootaloo yelled out just reaching an orgasm. "Please cum inside me! Fill me up so I can be your baby-maker!"

With that, all three imps hilted in her lower holes and exploded inside her. Twilight now could see that instead of two cock bulges now sees Scoot's belly expanding to look more pregnant like. Though this was short because with not only the imp shooting his load up her ass, but with the other imp in her pussy, her stomach kept expanding and expanding to the point that it was now almost the size of Scootaloo's body. This obviously caused her to cum again from the over stuffing of her womb and intestines.

"Yep!" The imp on her left said as her slapped her bulging belly which cause Scoots to experience a mini orgasm. "She definitely going to give us a whole lot of imps in a week!"

And with that, all three pulled out of her with a fountain of cum shooting out. Though this was stopped when two other imps came and immediately stuffed her pussy again, continuing the endless pleasure to the orange filly.

Seeing the two fillies being broken into breeding for the little demons made Twilight her pussy walls stretched to the max, but even this strain only seemed to heighten this experience as her mind was boggled with the possibility of a pregnancy.

Sweetie meanwhile was in a different dilemma. A ring of imps had formed around her, jerking to her. They didn’t touch her, even as she huddled against the wall, shivering in fear and being quite vulnerable. It was almost as if they were afraid of taking that innocence, or maybe they simply wanted to take their sweet time with it and break her in a different way? It was hard to tell for her. Though seeing as each of them was drinking a potion that seemed to make their arousal and lust grow they had some kind of plan, or an experiment at least.

Sweetie simply huddled, watching the red hard cocks swing as they were stroked. Veins clearly running along them and their strange form. They had a more rounded tip, interestingly enough. It was fascinating to her, and it at least help to take her terrified mind of what would happen to her. So she continued to steal glances at them.

Soon enough one of them groaned. A second later a large rope of cum splattered against her muzzle. Sweetie eep’ed as the sticky hot liquid was smeared on her muzzle, the salty and musky smell suddenly invading her nostrils as the rest of the load shot too high and landed either on her mane or on the wall she was pressed against, before running down onto her head and back.

The smell was intoxicating, making her fillyhood wink much to her surprise as she moaned out loudly. Just in that moment another imp fired his seed, aiming and succeeding at shooting his load in this naughty fillies maw. Sweetie quickly got her first taste of cum. Something that made her feel strangely hot and bothered as she unconsciously let a hoof wander down her twat, even as more seed splattered on her face and chest, coating her in the lewd sperm.

She mewled with each new rope of cum. Each new coating, masturbating to the strong, throbbing pulsing cocks. They were beautiful to the fillies eyes. The most perfect thing she had ever seen, smelled and even tasted. The white milk that came out of it was nice and creamy. The salty taste the best thing she could imagine. It made her hoof grind harder against her, the demons grinning and enjoying the show as they continued to make this filly addicted to cum. They would defile her body and mind without even touching her and make her turn into a slut of her own free will.

The picture alone of Sweetie like that is what made Twilight even wetter than before. This was all so exhilarating to her and right now she wished she wouldn’t have send Rainbow to safety, just so she could capture the pretty prismatic ponies lips in a heated kiss she so desperately needed. Luckily the leader gave her something to take her mind of these lust-addled thoughts as he pressed his knots hard against her twat. It was time to truly stretch her.

He grabbed her hindlegs before pulling them back, just as he had his hips pulled back again and smashed into her cunt.

An orgasmic wail of mixed pleasure and pain could be heard as the thick knot was forced into her, stretching the entrance of her tunnel widely in such a way Twilight was convinced she would gape once this was over. A perverted thought that drove her even further and right into a climax. Her taut walls were spewing with her sticky marecum, spraying it generously as this demon continued to ram her, his knot working the cunt wide open time and time again.

Spit flew from Twilight’s mouth as the leader grunted, his cock pulsing in clear elation of this tight purple pony pussy it was served.

“I hope you are ready slut, because you will carry out a healthy litter of imps now!” the leader exclaimed with a leer, Twilight finding herself unable to do anything but moan in response.

He then hilted, his hot seed spraying out and sending the mare into another climax as she squealed like a slutty pig. The pleasure overwhelming her as her twat quivered, her back arched and her eyes rolled in the back of her head. She was practically drooling from her mouth, not caring about her undignified look as her whole brain was lighting up with the sweet ecstasy it was provided with.

The hot seed splattered into her womb, the cock having it speared and resting into it neatly as it was filled with the lewd substance. More and more was filling her, making her stomach bulge and her legs quiver. The knot hereby stopped the flow that was running along her tightly stretched walls and sealing her shut so that she can be probably bred.

It was in that moment of bliss that Twilight’s hindlegs gave out as her head rested on the ground. Though the cock still held her aloft, not letting her rest. At least until the leader pulled out, making her cry out from the forceful stretching that also cause a small fountain of cum to squirt from her twat.

The doggy cock shot some more ropes onto her prone form before he finished. He then grabbed her tail, wiping himself clean with it and sighing in satisfaction.

“Alright guys, you can have her. But her cunt is off-limits! I want to make sure she carries my brood,” he said, to which the other imps nodded.

The leader gazed at the three fillies, two which were pumped full of corrupted cum while the third had her legs widened by one of his men with his dick pointed at her entrance, ready to penetrate, with the sight, the leader went on smiling confidently, “This certainly was the best idea our boss could have had. A land filled with easy sexual and completely unused prey. If things stay that easy we will take over the world in a week!”

Just in that moment, as if to dare his statement an explosion rang out, imps flying around much to his own surprise as he turned towards the direction. A squadron of pony guards were approaching as well as two imposing figures in full battle armor, taller than himself.

“Boss! We have a problem! These two came from that mountain city and are taking out all of our troops! What do we do?!” the imp wailed to which the leader furrowed his brow.

Another blast quickly went off taking out a few more imps. The blast was strong. Strong enough that he wasn’t all that sure if he should fight this being. No matter how sexy she looked, or how sexy she would look with a blissful look and a cock in each of her holes.

The real problem of course was that there was another beauty that was even a bit stronger than her, albeit she was smaller. Her blasts quickly taking out their defences. It was quite easy for him to decide his next move.

“RETREAT!” he bellowed quickly running for the hills, or the forest in this case. All imps quickly following leaving the fucked ponies behind. The one who were short before fucking Twilight grumbled in dissatisfaction, but the fierce angry look of these two towering beings was enough to convince them to flee.

Cries of retreat rang and every demon fled, none so interested in dealing with forces they could not deal with. Soon enough the town was empty of the demons. At least the ones that managed to escape.

Princess Celestia looked at her student, quickly trotting towards her with worry. She turned her over, finding her blissful face, making her sigh. She wasn’t sure if it was out of relief or frustration. Twilight fell prey to the demons after all, but it seems like things could have been much worse.

As she looked at the fillies she winced. Sweetie was best off, despite her madly masturbating and squeaking out erotically. Scootaloo, Dinkie and Derpy were a lot more used. Cum was dripping from all of their holes telling her that the imps were making more progress with them. But unlike Derpy, with small size of the fillies' meant that the few huge loads that were blasted inside the two fillies stretched their bodies beyond their limit to the point that their cum inflated bellies were now bigger than the actual fillies themselves. Despite the conditions, treating the fillies might be manageable... Probably.

Celestia sighed yet again hanging her head as she felt a blue wing wrap over her back.

“Tis okay. We managed to come here in time. Twilight is safe now.”

It was a nice comforting gesture Celestia leaned into, despite her bigger size, “But still not untouched. These creatures are unlike anything we have seen before, robbing the innocence of anypony they come across. Their aphrodisiac and drug-like potions and properties are something we know nothing about. We need to do research into them and find their weaknesses. Maybe hoping to find a few who would cooperate against whatever forces are commanding them.”

Luna clicked her tongue, “We will see. First let’s deal with the aftermath, and do a headcount. Tis hard to tell what we can do if we don’t know what ponies we can count on now. Not to mention that we have to receive message back from the Crystal Empire. Though it probably is in a better condition, considering the guard and weather that would hold demons at bay.

Celestia hummed softly at that, levitating Twilight to her back, ignoring the messy dripples of freshly milked cum leaking onto her and simply concentrating on the comforting warmth this proximity gave her.

She also looked to the other fillies which were quickly tended to by medics, nodding in approval.

“Then let us deal with this. Together.”

Luna smiled walking along in the streets, though it was a rather awkward walk, considering the semen puddles and splatters all around. Not that it changed anything about the Princesses determination. They knew they could handle the situation. They knew that Twilight could handle it with some guidance. But first they had to deal with the aftermath. And soon enough they would stand proudly against these invading demonic forces.

Equestria will stay strong.

Author's Note

A late Christmas present for you guys!

This pretty much concludes the invasion of Ponyville. Twilight got fucked up. Dinkie got fucked up. Scootaloo got fucked up. And Sweetie a bit too. Not the longest smut chapter, but I hope you enjoyed it regardless.

Also no poll this time. The next poll is in the next chapter. Topic of the next pole is TRANSFORMATION! Or at least the option. I will provide some items for you to customize your very own Twilight!

Edit: Someone touched up the Chapter. So it has a bit more elaborative scenes here and there. So, thanks to the Anonymous for doing that!