Death By Puns (And Tentacles)

Spike awoke, with cramps all over, pulling himself up off what felt like pavement. He was wearing blue boots, gloves, a pointless red cape, as well as a mask, though he didn’t put two and two together too quickly. He was looking more at his surroundings, a huge city-scape with skyscrapers as far as the eye could see.

“Is this... Maretropolis?” Spike gasped.

“Some pony wanna tell me what the pig-fuck is goin’ on?” Applejack asked from behind him.

Spike turned around, his eyes widening at what he saw. “Holy new persona’s ponies!”

He looked at his friends one at a time, Twilight dressed in a skin-tight red body-suit with white feet and a blue breastplate, horn-covering, and yellow mask about her eyes. Spike blinked as she looked herself over. “You’re the Masked Matter-Horn!” Spike exclaimed.

Then to Pinkie, who now wore a white body suit that covered all but her tail, face, and a mohawk-like sliver of her mane, covered with purple arrows. Spike knew her as well, “Fili-Second!” Then up to Rainbow, who wore a black body suit with white feet, black helmet, and lightning medallion around her neck. Spike pointed to her, “Zapp!”

Spike then barely repressed his cocks from springing to full hardness immediately upon seeing Rarity in the skin-tight blue, diamond decorated outfit with a mask, diamonds threaded through her mane. “Radiance... “ he practically drooled out the words.

Spike ripped his attention away from her long enough to look to Applejack, who had a red outfit, green mane and tail coverings, with a rope and a belt full of gadgets. “Mistress Mare-velous!” And then one more for Fluttershy, who wore a simple green suit with purple mask and a few flowery additions, “Saddle Rager!”

“You’re... the superheroes from my comic book!” exclaimed Spike, “It somehow zapped us all in here?”

“So somepony zap us back out!” grumbled Rainbow Dash... er Zapp.

“My comic book!” Spike tried to remember, “It said the way to get back to where we started was to defeat the Mane-iac... Your arch-nemesis! ... I’m pretty sure that’s what it said at least.” Spike was having trouble concentrating as he was staring at Rarity again.

Rarity didn’t notice at first, as she was busy admiring herself as well, though she quickly caught Spike’s stare and giggled, “Oh Spikey Wikey, you can be such a silly boy.” She strutted towards him, “And you in your boots, gloves, belt, and cape like a pint-sized dom.” She winked, “Maybe you can be on top for once.”

Spike walked up to her as well, then padded around her as she stood still, watching him circle her like a little vulture. He grinned as he ran a claw down her side, over her hot flanks, and slid it down between her hind legs where only the thin-piece of skin-tight fabric separated his claws from his favorite female-parts. This sort of outfit was sexier than her being nude.

“Oh aren’t you a sweetie,” Rarity pinched his cheek with her magic, and didn’t stop him as he stood behind her.

Spike didn’t mind her talking to him like a child, especially when it looked like she might be about to let him do something very un-childlike to her again. He grinned more widely, sliding his hand just beneath her tail and tugging at the zipper on her costume, unzipping it just enough to uncover what he needed, that tight little asshole and slick white pussy.

“Um, if we’re going to get out of this,” Rainbow grumbled, “We probably don’t have time for you to to have cosplay sex.” As if Rainbow could judge anyone for cosplay, considering she usually refused to have sex without wearing either a Daring Do or Wonderbolts outfit.

“Oh fer... are we doin’ this?” Applejack complained, “Damn it Rarity, ya nasty little colt coddler.” Which was also hypocritical, since she’d gotten her lick on with Applebloom plenty, but that didn’t count to Applejack since she was family.

“Your point?” Rarity said as she fluttered her eyes at Applejack.

Now that she had been called out on it, Rarity wasn’t less inclined to do it right in front of them, she was actually encouraged. Anyway, it wasn’t like it was a secret why Spike followed Rarity around and did everything for her, or that the white unicorn had a colt-cuddling habit in general. She rolled her hips back against Spike’s claw, looking back over her shoulder and licking her lips at him. “I was thinking about getting a quickie in with him during our tea break anyway. No time like the present, don’t you think, Spikey-poo?”

“Spike... Rarity...” sighed Twilight, “I wouldn’t normally mind, but I really do think we should look for a way out of this.”

“The museum that the Mane-iac is about to rob is right across the street from this building,” shrugged Spike, “We’re gonna have to wait for her to get here anyway, so may as well do something fun with the time, right?” He asked, winking like he thought he was hot stuff, “And don’t be so high-and-mighty, I’ve been inside all of you at least once. Besides, Rarity is just too fuck-able in this outfit.”

“Well I’m that in any outfit,” Rarity rubbed her hips back against his front.

“Fuck yeah you are,” groaned Spike as he pushed his hips forward. His lower shaft pushed into Rarity’s familiar slit, feeling her lips roll down around it, making up for both the size difference and Rarity’s sluttiness by clamping down her hot pussy around him, rolling her tunnel against his shaft one way and then another to milk him. His upper shaft dipped into her pussy together with the first one for a few thrusts, getting her sopping wet cunt honey all over it, before he pushed it into her asshole instead, shivering at the relatively tight anal ring, a tunnel that also clenched tightly around him.

Spike could fuck this perfect plot for hours, but knew he should make this one a quickie. It helped that Rarity herself got off in less than a minute, as the act of getting double-fucked by underage dick in front of her friends was ridiculously hot. She spasmed hard over him, her juice pouring down his legs and into his boots. He couldn’t hold himself any longer with her convulsing on him, so blew his own loads, one into her soft pussy, blasting his sperm into her womb for all the good it did, and popping another load into her tight ass.

Spike groaned one more time, pulling himself out with a slurp and zipping up Rarity’s costume before his cum started to leak out; he wanted there to be a wet spot there from his spunk as they were fighting.

But suddenly there was a crash from across the street, causing them all to look. This was followed by a thump as the Mane-iac exited the museum without using the door, blasting a hole to the outside and lashing the green tentacles of her mane about to hold herself aloft.

“Power Ponies!” She laughed hysterically, showing an unnatural set of meat-cleaving fangs as she did so, brandishing what looked like one of those nifty plasma globes, “How kind of you to join us!”

“Huh,” said Spike, “Guess we should have thought to check for her INSIDE the museum.”