They arrived at a massive crystaline tree, which turned out to be a castle. When they entered the main doors, they had to walk down several feet of stairs to reach the floor. He found it to be an odd choice of architectur. He was carried up more stais, and through some hallways, before arriving at a door. On this door was a plaque that said "Lounging Room". He was brought inside a very nice, lush looking room, brought down a long set of stairs (that he estimated to be about ten feet tall), before being placed down in a large, comfy armchair. A fireplace was nearby, unlit, and unlike what he had seen of the castle so far, this room was carpeted. There was a large table that was low to the ground sitting in the middle of some chairs near the corner of the room. The room was massive, and would easily fit a few hundred ponies in it.

As he waited for refreshments to be served, he began telling them about what had happened to him. Everything from what he was doing with his friends in the middle of the forest at night, to the large wooden beast that chased him.

The purple princess, Twilight Sparkle, was the first to speak after he finished, "Well, that sort of sounds like a timber wolf, but I've never heard of a timberwolf getting that large by itself, and a pack doesn't go around formed up into one like that unless they're threatened. And the way you described how it looks, it sounds far more twisted and deformed than a regular timberwolf. And how did it get there in the first place...? Ohhh, I have so many questions about all this! I'm going to need to get my equipment and see what I can find out about all this."

The smaller alicorn stood up and made her way out of the room, her hips swaying far more than should be necessary, almost like she was putting extra effort into it. Though, they all seemed to walk that way however. He took the time to watch her as she left, noting her appearance. He had always been pretty good at judging lengths and heights of things near him, so he took a guess at her hight. She was taller than most of the other girls, looking to be about nine feet tall, with a long dark blue mane and tail, streaked with purple and pink. She had a fairly long horn, jutting from her head, and a large pair of wings that shimmered with blues and pinks in the write light. She had good sized breasts, he thought they looked about the size of cantaloupes (He found that comparing sizes of stuff to things he knew helped him gauge it better), and her hips were wider than his shoulders. She wore a simple purple blouse and loose fitting pair of navy blue slacks. Her left leg looked to be a little thicker than the right though...

As she left, a tall, naked reptillian woman came in. She was shorter than he was, at only six feet tall, three inches shorter than him. She had what looked like breasts, the size of baseballs they seemed, but they were covered in scales and lacked nipples. In fact, she had wide enough hips that he could see she had no visable vagina, though her crotch was fairly large. She was carrying a tray filled with sandwiches of some kind in one ha... claw, and a tray of drinks in the other. She set the trays down, before passing snacks and drinks to the others in the room. She took note of him and spoke.

"Hey, your that guy Twilight was telling me about earlier, right? My name's Barb! Though some call me Spike. You can call me either, I don't mind." Sharp teeth. Big sharp teeth. And a forked tongue. Cool.

"Hi, I'm David. I thought I'd just drop in for a moment," A moan of disgust was heard from Rainbow Dash as Barb smiled, and then left. Looking over at her, he took note of her appeance. She was kinda short compared to the others, at about seven feet. She was slender, but with noticable muscles, and a pair of small but powerful wings. She had thin hips, and her breasts looked small, even compared to a humans. Her mane and tail were a flowing rainbow that seemed to shimmer with all kinds of colors when caught in the light. He noticed that alot of them had parts that shined with neat colors in the light. He also noticed that alot of them had strangely distended crotches or oddly thick legs. He wondered...

"Goddesses help me, it's bad enough with Pinkie making puns all the time," she whined. Pinkie, however, found it fairly funny, giggling and snorting.

"Heeheehee! I think you and I are going to get along just Peachy! Comere' and give me a hug!" The Pink One was next to him in an instant, an arm wrapped around his neck. Everything about this girl looked soft, friendly, and approachable. She was a little on the pudgy side, wide an adorable muffin top sticking out from between her tube top and sweat pants. Every single part of her was soft and curvy, and it made him want to hug her, which he was already doing. She had some big breasts, being slightly larger than Twilights. And her hips! absolutely huge, everything below her wasteline was BIG. As he was hugging her, he could feel powerful muscles just below the fat. She looked to stand around sevenand a half feet. He took a look at her big, poofy, curly pink mane, before shoving a hand in it and played with it some. He should've asked first, he's not sure why he didn't.

"Don't worry! I'm fine with it, almost everypony does that one they first meet me!"

'Did she just read my mind?'

"Maybe...!"

'Oh god that's kind of scary.'

The orange one, Applejack, stood up with a groan and a stretch, lacing her hands together and streching them above her head, lifting her tank top up and showing her well toned abs. She wore some torn up jeans and a white tank top. She was about seven foot six, a little on the short side, and she was very muscular. Her fur would shimmer golden in the light sometimes. She didn't have the bodybuilder look at all, but she was certainly very fit. Her shoulders were broad, and her hips and wasteline were pretty thick. Her breasts were on the small side for these ladies, about half the size of twilight's.

"Urghhhhh... haaaa. That's better. Well sugercube, it looks like ya'll've gone and made friends with Pinkie already. Goddesses help you," She said, giving a big toothy grin. Pinkie giggled at her.

"Oh come on! I'm not that bad! Usually," she gave another small giggle before letting go of me and sitting down it a big, pink bean bag.

"Sure ya arn't," another playful grin, "Well, Ah'm gonna go take a leak while Twilight's out," she made her way out the door. Rarity called after her.

"Charming, darling," She said with a roll of her eyes. Rarity was one of the taller ones in the group, at eight foot two. She had a brilliant deep purple mane and tail, with a short horn sticking out of it. He noted that one of her ears had a cut missing out of it, and some scarring around it. Her breasts were big, larger than twilights canteloupes, but smaller than Fluttershy's watermelons. And it looked like she wore a pushup, making her breasts look bigger and more noticable from her lowcut blouse. She was currently in one of the large armchairs, her legs crossed, one of them bouncing rapidly.

"Are you okay Rarity? You seem a little anxious?" Fluttershy quitely spoke out from the other side of the room. She was the second tallest of the group, at nine and a half.

"Oh, I'm fine darling, I'm just itching for some more release. I don't think I got it all out of my system earlier," She switched her legs, and ran a hand through her hair. She bounced the other leg rapidly. from this angle, he noticed a large bump in her skirt.

"Oh, well, I'm sure nopony here would mind if you took care of it now," She gave a soft smile to the white unicorn. Her hands trailed down to her lap, and her eyes seemed to.. leer at her friend. Everyone in the room looked at Rarity at this point, giving nods, and began to shift themselves some. What was going on here?

"I didn't want to be rude and do it here, but if you're all alright with it..." Rarity said before she uncrossed her legs. She stood up, spread out her legs some, and hiked her skirt up to her waist, before sitting back down. There, sitting between her legs was a two foot long, slender, purple horsecock, with a black sheath and testicles, each larger than both his fists put together, resting underneath it, also a deep black color. She slowly began stroking it, and picked in up, pointing it up and forwards at an angle. It grew rigid in her grasp and began to pulse, the tip of it flaring out in anticipation. Her balls throbbed slowly as well. The purple part was slightly prismatic, shimmering with interesting colors as it moved.

Davids eyes were wide, and glued to what he was seeing before him. He was not expecting something like this! The most refined and proper lady in the group had just pulled out a massive dick, and it looked like she was going to masturbate in front of everyone! He felt himself grow hard in anticipation. Rarity undid the buttons on her blouse, revealing a pair of large breasts with purple nipples poking out. jsut under her breasts, he could see her pushup, which did nothing to cover the mounds of beauty they held. Around him, the other girls began removing their bottoms and tops, grasping and groping at their own breasts and cocks. But he didn't take time to look at all of them, his eyes were glued to Rarity.

Biting her lip, Rarity slowing slid her slender hand up and down the purple shaft. Her other hand kneeded and gropped at her breasts. Her mouth hung open as she panted, and she sped up her jerking, taking long slides from the tip of it, down to the sheath, twitching and moaning every time it hit her medial ring. Precum dribbled out of the tip and down the shaft, lubricating her motions.

Rarity's eyes closed and she slowly laid her head back as she sped up even more. She let go of her breast and grasped the throbbing cock with her other hand. Her hips thrust out hard, helping to pump her cock more. She moaned loudly, her breaths getting shorter and faster, her breasts bouncing wildly as her hands moved up and down. Slowly but surly, David noticed that her horsecock was getting longer, bigger. Her testicles began to swell, quickly gaining mass as they churned with seed. He could hear gurling coming from them. Faster still she jerked and humped, as the cock grew inch after inch, precum now drizzling out at a constant rate, with more and more gushing out as it went on. The cock and balls pulsed and pumped as it grew, and the head of it flared intensly,

Minutes pass as she continued to grow. Her balls had grown so large that they fell out of the chair, and slowly made their way to the floor, pulsing intensly. Her cock towered over her, violently throbbing as it grew higher and higher. Finally, the growth stopped, leaving her massive member at about ten feet in the air, larger around then he was wide, and huge, swollen testcles twice the size of Fluttershy's watermelon tits, left her legs spread as far as she could. The tip was practicaly a fountain of cum at this point, spraying out of the top a good couple of feet before hitting the floor, covering the floor with her seed. David had wondered why the room was so far below the door. As Rarity jerked herself and sprayed cum out of her dick, he began to understand why. He undid his pants and started to jerk himself off.

He heard the other girls around him moaning and yelling with pleasure. Taking a quick look around, he saw that they were all pumping their own cocks and playing with various parts of their bodies. Applejack and Twilight had returned at this point, and they had taken to pleasuring themselves as well. They had all been growing fairly large too, though not as big as Rarity. Cum flew out of their tips, mixing with the slowly growing pool on the floor. Applejacks cum stream aimed straight for David, drenching him in cum. His cock grew slick with it, and he opened his mouth, getting some into his mouth and swallowing it. It made him feel energized, and even after coming once, he felt he could keep going, so he did. More and more did he reach orgasm, more cum spurting out each time. Though it was but a drop compared to what raged around him. He moved his head out of the cum stream to continue watching Rarity.

Rarity's was screaming with pleasure at this point, shouting, "Oh Goddess YES! OOOOH! AHHHH AHHH AHH!!!! YESYESYESYESYESYES!", her hand a blur on her penis as she pumped as hard and as fast as she could, semen rocketing out of it as it sprayed across the room, splashing against the wall. Her hips bucked wildly and her whole body convulsed in pleasure. He could hear her titanic testicles groan and slosh as they prepared for the inevitable. Finally, her cock convulsed wildly, and her tip flared as large as it could, a bulge of semen traveled up towards the tip of her cock, before blasting out the end. Her balls pulsed and bounced as they pushed out as much cum as they could. She gave a long, drawn out scream as her hands let go as her cock violently throbbed and bounced, a stream of hot, virile semen shot straight out of her, splattering against the top of the wall on the other side of the room, hitting the ceiling, before drooling down and pooling at the bottom. The other girls had begun to scream, reaching their own orgasms, cum rocketing across the large room and splattering all over the place.

Half an hour passed as they shot out more and more spunk. The room began to fill with cum, inching up his legs and waist. Their cocks trobbed and bounced as they shot streams of seed all over the room, covering absolutely everything. Rarity's cock finally slowed down, pulsing and jerking, an the stream of cum slowing down, untill it was merely oozing out of the tip, sliding down her shrinking cock and pooling on her balls. Finally, it was back to its regular size of two feet. and Rarity gave a long, satisfied sigh. David took a look around the room, which was now a large pool of semen. It had come up to his armpits! He was practically swimming in it! The others had finished as well, and began wading around in and eating it, licking it off their fingers and drinking it from the lake.

"Well that was fun! We should do that again!"

"I agree darling. We don't get together and do this nearly as often as we should," Rarity breathed out, her chest heaving as she tried to catch her breath, "I do believe I could get a few more sessions in before I head home, if you're all up to it.

As everyone began to talk to each other, lougning in the cum that surrounded them, David thought to himself

'She does this multiple times a day? Holy fuck! I... I think I'm going to LOVE it here! '

Author's Note

Huzzah! Another chapter! And so soon! And right off the bat, it's super fetishy. It's only going to get better from here.

Also, writing clop seems easier than writing story. I might do more clop than story in this if it gets chapters out faster.