The trek to the hotel was filled with conversation and revelations. It had taken them nearly two hours to hike the distance but they hardly noticed the passage of time. It was like they were meeting each other for the first time all over again, now that both of them were adults and actually willing - and able - to make things work. Real conversation - without pettiness or any double meanings - flowed between them with ease and they had to admit that when they returned they felt changed.

It was obvious to anyone who saw them that something was different, for when they left the hotel they had been glaring daggers at each other. When they returned, however, they walked closely, sharing a smile. Although that might have been because the night was cold and neither of their dresses were made for such wintry conditions, a clever observer would see that they wouldn't let go of each other long after reaching the warmth of the hotel.

They stopped in front of the elevator as Spike took Pinkie’s forehooves in her hands and brought them together in order to lightly breathe a gentle warmth across them. Pinkie mumbled some thanks and practically looked away, an uncharacteristic bout of shyness crossing her face. Spike mumbled something in acknowledgment before looking away as well. Spike’s hands fell to their natural places at her sides, Pinkie, meanwhile, getting her hooves back under herself. They both stood there in silence afterward, unused to the feelings rising in their hearts.

A shiver ran down both of their spines, forcing them to take a step closer to each other, bringing them close. Now quite cozy together, they looked up at the elevator, noting it had a few more floors left before it would reach them. In the quiet of the empty hall, an awkward silence bloomed. Both girls looked over at each other, unsure of who should speak first.

Pinkie was the first to find her voice though it lacked the bounce it usually had. “I really like you Spikey. Sorry again about earlier.” Her nose drooped towards the floor and her voice fell, unable to look at the dragoness any longer.

“Hey now don't start with apologizing again; you’re going to make me start as well, and then we are going to be here all night.” The Dragoness’ voice had some of the enthusiasm the energetic mare usually had which made Pinkie look up, a faint smile on her lips.

“Right, so, sorry for being sorry.” Pinkie’s smile grew.

“And I like you too silly goose.” Spike bumped her hip against Pinkie, grinning.

They both looked away, silly grins plastered across their faces. The elevator saved them from the silence that followed by singing loudly and opening to reveal an empty compartment. Once inside they clicked the button of the floor their room was on, Spike leaning against the plush wall at the back of the elevator afterward. She was glad to have something to support her as her knees felt weak from all the walking they had done.

Spike slumped to the ground after a few seconds, uncaring about her dress as it had long since been ruined by the many puddles they had to cross on the long walk back to the hotel. She ran her claws across her face and let out a groan of exhaustion. Pinkie Pie, however, did not seem quite as affected and stood by the door, deep in thought and a hoof on her chin.

“Bit for your thoughts Pinks?” Spike asked.

“Well… I’m just thinking about how we can make things up to Twilight.” Spike cringed at the mention of their predicament but didn't break the eye contact with Pinkie.

“Yeah, I don't know what we can do… maybe… Nah, that won’t help,” Spike mumbled to herself, then shook her head and sighed.

“This ain't the time for a party.” That made Spike grin; Pinkie saying that a party was not the solution… the mere thought boggled the mind. “We should apologize first, then offer to make it up to her. If that fails… well, there is always groveling and begging.”

Spike snorted in amusement, a wisp of smoke escaping her nostrils. “I don't think she would really be swayed by that Pinks. Besides, I think that an apology and asking how we can make it up to her is a good place to start.”

They both nodded silently, going back to contemplating on how they might help better their situation. Just then another ding sounded, drawing their attention up to the indicator which said they were on their floor. Spike picked herself up, dusting off quickly, silently thankful it was late enough that no one had to see her dress in such a poor state of affair.

They both trudged silently to their room. About halfway there, Pinkie stopped and reached behind a potted plant, producing a bouquet of roses and lilacs. Spike shot her a confused look to which she just shrugged and said, nonplussed, “In case of romance related emergency.”

Spike nodded, having long since gotten used to the idea that Pinkie’s hiding spots were without number. With flowers in hoof, the pair silently approached the door, the sound of their walking rendered silent by the carpeted floor. There they stood for several long seconds before gathering their courage to knock, each racking their brains about what they would do, or say, to Twilight. The door looked the same way they left it; no ‘do not disturb’ signs hung, nor did it seem to be magically enchanted to trigger when any unworthy ex-dates dared to enter.

Spike raised a claw to knock but Pinkie quickly spoke, stopping her. “Spike wait! What if she's sleeping? Shouldn't we just go in?”

Spike rolled her eyes. “But what if she, ya know… doesn't want to sleep in the same room as us?”

Pinkie blanched at the thought but then shook her head promptly “I think you’re selling Twi-Twi short; she’ll forgive us. She did all those other times.” Her confidence was slowly waning with each word until she gulped, her eyes staring off into the distance, no doubt imagining the worst.

Spike thought about it for a moment before reluctantly reaching for her key. A quick turn later and the pair was inside the quiet suite. They looked around the dark room, all the while straining their ears to hear any sign of Twilight. A floor rattling snore suddenly made them regret having strained their ears at all. Pinkie was pretty sure the floor below them heard it as well.

Spike put a claw to her lips and snuck forward, hastily wiping her feet of any last trace of mud beforehand. After Pinkie did the same she crept up behind her, making their way into the bedroom. There, on the bed, sprawled out on her back, hooves and wings splayed in every which direction lay the princess of friendship. Cock hanging from its sheath across her barrel, easily pushing aside the meager attempts at resistance that her dress put up. That same dress was a mess and her face was a smear of makeup that was marred and runny, indicating she had been crying not too long ago. Pinkie and Spike both winced at the sight but a sudden belch alerted them, drawing their eyes to the barrel of ice cream next to the slumbering princess.

Pinkie peeked inside, suddenly hungry for a midnight snack, but was disappointed to see the only thing inside was a discarded spoon. She looked over at Spike and whispered, “Wasn't this full when we left?”

Spike looked down at the two-gallon barrel and nodded before pointing at Twilight’s belly with a claw. It wasn’t hard to determine the fate of the ice cream as the princesses’ stomach bulged with it’s remains, straining against the fabric. Spike looked from Pinkie to their date and back again, unsure of what to do.

Pinkie, however, had a plan. She motioned with a hoof for Spike to come closer, and once she did, Pinkie hopped up on her hind hooves and held Spike close, whispering in her ear. “Alright, here's the plan Spikey: you clean up Twilight’s face I'll clean up the ice cream and slip her out of the dress; then we both snuggle in beside her as if nothing happened. Okay?”

Spike didn't quite agree, but neither did she have a better plan; thus she just nodded and disengaged from Pinkie’s impromptu huddle. Stepping carefully she made her way over to the bathroom, acquired a washcloth and ran it under the water. Once it was sufficiently wet, she made her way back over to Twilight’s side and gently began to rub away the mess her makeup had become. All the while Twilight continued to snore away, oblivious to anything happening to her.

Once her face was clean, Spike glanced down at her pillow which held an exact replica of Twilight’s makeuped face. Spike just sighed, Twilight always cried into pillows when she was upset. Carefully, she dragged the pillow out from under Twilight’s head, pulled off the cover and went to the bathroom just as Pinkie cleaned up the last of the Ice cream.

When Spike returned she found Twilight naked and a triumphant Pinkie holding up her dress. Spike tried to think about how that was possible - Twilight seemed unmoved after all - but quickly abandoned that train of thought. It's just Pinkie Pie. With clean pillow in tow they made their way over to the bed and slipped it gently back under Twilight’s head.

Still Twilight snored as if nothing had happened. Her cock now softened enough to retreat into its sheath, the cool air of the room enough to shrink the massive organ. Pinkie pouted and leaned in close to prod it with her nose but Spike flicked her inquisitive nose and gestured to the bed. Pinkie’s watery eyes and pouting lips did little to dissuade Spike’s insistence.

“Just one little lick?” Pinkie begged. “Just one little iddy biddy one?” She extended her tongue towards the single blob of pre on Twilight’s flaccid cock.

Spike glared at her and pointed to the bed once more; her eyes, however, caught a glimpse of the little ball of precum sitting at the end of Twilight’s cock and Spike licked her lips involuntary. Taking such lip licking as permission, Pinkie leaned down and quickly slurped it up, smacking her lips audibly as she savored the taste.

Spike gasped and shot a jealous look at the pink mare, marred somewhat by the yawn that came from beside them. They both blanched and looked up to where Twilight yawned, opening her eyes slowly.

“Oh, great. It's you two,” she drawled, still half asleep, “Come to ruin my night…” She glanced at the clock on the wall, “Err, morning?”

Spike elbowed Pinkie before sitting down on the bed. “No, we came to apologize. Isn't that right Pinks?”

The nickname made Twilight lift an eyebrow but did nothing to remove her steadfast frown. Pinkie hesitantly sat next to Spike and looked down at Twilight, “Spike’s right; we were both jerks, even if I was the jerkiest jerked that's ever jerked a jerk.”

Spike rolled her eyes, “Let’s not start this again Pinkie; we were both equally as rotten.”

Pinkie sighed, her eyes unable to meet her gaze, “You’re right Spikey. Sorry.”

Spike cleared her throat and looked over at Twilight, prepared to explain things in more detail, but Pinkie suddenly shot off the bed, reappearing a second later, flowers in hoof. “We really are sorry Twi-Twi,” she thrust the flowers at Twilight before realizing the position the alicorn was in and laying them on the end table with a blush.

“They are very nice Pinkie thank you. But I'm more worried about whether or not this is going to be a recurring thing. I love you both dearly but I can't do this every time we go out.” Twilight’s voice and body language deflated, “I don't think I can do this again.” She placed a hoof over her heart, frowning.

Spike and Pinkie both cringed and looked at each other, Pinkie’s ears falling flat against her head. She leaned in close and picked up Twilight’s chin with her hoof. Once she forced Twilight to look her in the eye, she wiped the hair away from her own eyes before smiling gently. She then spoke quietly, “Spikey and I had a lot of time to chat and… I think we worked it out.” She looked over at Spike who mirrored her own gentle smile.

Twilight coughed into her hoof, drawing their attention, “Sorry about that by the way. About the teleport thing, I mean. By the time I thought about going back it had been twenty minutes already, and you weren't there anymore.”

Spike interrupted her before anypony started apologizing again, “Don't worry about it; we really needed that walk.”

Pinkie nodded, “Yup!”

Twilight looked back and forth between her dates for a second before propping herself up on her elbows, “Are you sure? No more of this bickering and childishness?”

Her dates both shook their heads thoroughly. Spike placed a claw against her chest, “We sort of realized that we kind of liked each other but were so caught up in being the one for you that we didn't even think about being anything other than rivals.”

Pinkie’s hair jumped back up into its usual place and she bounced enthusiastically, “Yeah! We can both be the one for you, Twi-Twi! And each other too. I mean if that's okay with you of course.”

Twilight looked shocked but quickly pulled her jaw back up after realizing what her girlfriends had been trying to say, “That’s all I’ve ever wanted for you two.” A smile spread across all their faces and they quickly found themselves in a squishy group hug.

They stayed that way for a long while before Spike finally freed herself from the tangle of hooves in order to wipe a tear from her eye. Twilight giggled into her hoof, “Is becoming a girl turning little Spike into a crier?”

Spike put a claw up to object but Pinkie spoke over her, “Oh you should have seen it Twi; she balled her eyes out on the way here!”

“You did too!” accused Spike.

“Well yeah, that was super duper emotional,” Pinkie replied flippantly.

Spike deflated somewhat. “Yeah, I suppose that was pretty sappy. So what if I am a crier?”

Twilight and Pinkie shared a look before Pinkie pulled Spike back into their group hug, “That doesn't matter,” Twilight said with a shake of her head.

“We love you anyway, you silly girl,” Pinkie said, a hint of nervousness in her voice. Twilight nodded her agreement and squeezed Spike tighter.

Another tear came to Spike’s eye but this time she didn't wipe it away, instead of letting it fall down her cheek, ruining a bit of her makeup in the process. A few sniffles later and her eyeshadow had become one with her lipstick; not like it mattered to Spike in the slightest. Twilight was positively glowing and squeezed her girls with unrestrained enthusiasm. Pinkie, meanwhile, was nearly vibrating out of the group hug with how excited she was.

Reluctantly they separated, eyes darting back and forth, unsure of what to say. Pinkie was the first to think of what - or who, in this case - to do. Spike’s eyes went wide when she felt a hoof grip her ass and give it a squeeze. She cast an accusatory glance at Twilight who held her hooves up defensively.

“What is that look for?” Twilight asked, genuinely confused.

The hoof on her ass gripped tighter and Spike spun her head to the other mare. Pinkie just grinned and pulled Spike closer by her butt.

“I have had to walk behind that gorgeous butt of yours for, like, five blocks; can you really blame me?” Pinkie’s smile never wavered, instead taking on a devilish twist as the hoof squeezed once more before releasing.

Spike blushed profusely, “Well you could have at least warned me.” She crossed her arms across her chest, turning away.

Pinkie just cracked a wry smile and leaned in closer, “I’m gonna grab your gorgeous butt again cutie pie.”

Before Spike could so much as snort in annoyance, she felt that same hoof run across her ample bottom before squeezing it gently. Spike began to stutter, spitting out a few attempts at words before Twilight mercifully interrupted.

“She's just tired Pinkie; we should get some sleep.” Twilight looked at both of her dates and, upon seeing anything but agreement, frowned, “Are you two not tired? That was quite a walk...”

“Noper doper! I got a belly full of ice cream and I'm super excited that everything is hunkey dorey now!” Pinkie announced, bouncing on the bed all the while.

“Yeah Twi, sorry if you wanted to get some sleep but I'm excited, too, and all that chocolate isn't helping matters.” Spike began rubbing her belly with a claw, her smile turning down, “Plus if I don't find a way to work this off it's all going to go to my hips and they are already too big.”

Spike pouted and placed her hands on her girlish hips, looking down at them with disdain. Twilight rolled her eyes at the comment, having gotten used to the dragon’s dislike for her wide hips. Pinkie, however, was not so experienced when it came to the subject and gasped audibly, shaking her head as she did.

“How can you not like those gorgeous hips!?! I would give up cupcakes for such scrumptious flanks!”

This made alicorn and dragon alike double take at Pinkie, both dumbfounded, “You would really give up cupcakes?” the alicorn asked, incredulously.

Pinkie seemed to think about it for a second but made up her mind quickly and nodded firmly, “Yup. So no more dissing that perfect pair you got Spikey! Besides, I know I'm not the only one that loves seeing that sexy walk of yours.” Pinkie elbowed Twilight who blinked twice and then blushed.

“Well uh… Yeah, you got me there Pinkie; Spike’s walk is mesmerizing.” She whispered the last word with what could only be described as reverence.

Spike stammered, unsure of what to say. Pinkie was quicker then Spike’s mind though; she leaned in close to Spike before whispering in her ear, “They are a perfect set of child bearing hips, you know.”

Twilight was ninety-nine percent sure that Spike couldn't blush harder. It was physically impossible for her to get any redder without some sort of horrible accident. But then, a moment later when Pinkie squeezed Spike’s flanks and kissed her neck, Twilight was proven wrong. Another thing was proven in that instant as well, although this fact was much different in nature than the one concerning Spike’s red face. For Twilight realized that what she witnessed was probably the hottest thing she had ever seen in her entire life. For a split second, she was pretty sure her cock was about to leap out from its sheath like a predatory animal.

Instead, it just poked it's head out while Twilight leaned into the bed, applying a little pressure in an effort to keep her unwanted erection at bay for a moment longer. The plush bed squeaked as she pressed her crotch against its warm embrace, desperate to change the subject before Pinkie began an even more intimate appraisal of Spike’s hind quarters. However something struck the alicorn as strange; the usual mirth in the pink mare’s eyes was muted, no longer all there.

Despite one of her heads demanding that Twilight not interrupt Pinkie from teasing Spike, and stopping the absolutely adorable noises she made, the other head - the one that contained her brain - demanded she at least attempt to figure out what was wrong with her girlfriend before it went on for too long.

“Is something wrong, Pinkie? Do you still feel guilty about what happened?” Twilight’s somber tone and even face were in stark contrast to the giggling of the other two girls.

Pinkie gulped: it was small, barely noticeable, but the act didn't escape Twilight’s attention, “What, oh pisha,” Pinkie waved a dismissive hoof, “That’s no big deal, I'm fine.”

From the way she said fine it was clear she was anything but, and Spike quickly escaped the blush that had captured her whole face. She pulled Pinkie’s hoof from her butt before bringing it close to her chest, having noticed the same offness in Pinkie’s eyes that Twilight had, “Are you sure Pinkie? You seem… hurt.”

Pinkie rolled her eyes and after a moment finally spoke, “It's just... well... I know it's silly, and it's really early for us, but maybe one day I would like a… you know…” She looked away from the two girls closing in with every word, their curiosity getting the better of them, “A baby, and I was kinda hoping that maybe, someday, you girls would too.”

Twilight was taken aback, having never heard - but always secretly wishing - such a desire to come from the pink mare.

“Can ponies and dragons have kids together?” Spike asked innocently.

Pinkie gasped and playfully punched Spike’s shoulder, “Are you propositioning me? You charmer, you.” Pinkie batted her eyelashes at the dragoness who only rolled her eyes in return.

However, Spike couldn't deny the idea was in her head and a blush threatened to return in full force. By then Twilight had apparently constructed her lesson plan and spoke over Spike’s inner turmoil, “Well although it is true that pony-dragon hybrids exist, they are incredibly difficult to produce, requiring immense magical potential and a lot of luck.” Her dates both seemed to deflate at that comment. “And though it is still possible for a dragon to bear a child with a pony, they cannot lay an egg like they usually do and would have to carry the child to term like a pony would.”

Spike clutched her belly unconsciously. Twilight didn't notice as she was already launching into the last part of her lecture but Pinkie did, tossing the dragoness a wink before Spike removed the claw from her own belly, a little embarrassed at herself.

“But! That can all be handled with a little bit of care and some well-placed magic.” Satisfied with her lecture Twilight smiled and looked at her two confused girlfriends, “Any questions?”

Pinkie held up her hoof, “So basically you gotta use lotsa magic and the mommy dragon has to carry it like a pony baby?”

Twilight’s nostrils flared at her carefully constructed lecture being reduced to a sentence, but she quickly let the steam blow out of her system, having expected something like that to come from Pinkie, “Pretty much, yeah.”

Without skipping a beat Pinkie turned to Spike, “Wanna test that?” She leaned in close, intent on continuing her teasing, but was interrupted when Spike’s eyes lit up, beating Pinkie to it.

“Yes!” Catching herself in her enthusiasm she shrunk down a little and in a smaller voice said, “I mean in the future of course; maybe in a few months after we know we are gonna work out.” The now familiar blush returned to her face and she tapped her claws together awkwardly. “I was hoping to have Twi’s first but now I don't know… I kind of wish I could have both of your kids.”

Pinkie tapped her chin with a hoof, deep in thought, “Yeah that’s too bad. Would be super neat if you two could both be the daddy. Then the future filly would have three awesome mommies!”

Spike smiled at the comment and turned to Twilight to see what she thought, but her eyes were a million miles away. Pinkie turned to her as well and they both shared a look of confusion. Spike leaned forwards and waved a hand in front of Twilight’s face, jarring her from her thoughts.

“Oh, uh, yeah, a shame,” she mumbled half-heartedly.

Pinkie cocked an eye but decided to ignore it, taking it as Twilight being Twilight. Instead, the pink mare went back to her new favorite pass time, teasing Spike. She leaned into her and ran a hoof down her back before squeezing her butt, “Are you thinking of putting a baby in Twilight’s belly,” Then in a much lower voice, “Or mine?”

Spike blushed and shook her head slightly. Pinkie cocked a smile, already knowing what the dragon was thinking. “So, one in you then?” As if on cue twin points of flesh rushed out to tent Spike’s dress between her legs.

Pinkie giggled and whispered, “Gotcha.” Twilight meanwhile was blushing profusely while getting off the bed.

The alicorn tossed a pair of condoms at the dragon in her magic, along with a wet cloth as she walked around the bed. Once on the other side she leaned in and whispered in the dragon’s other ear, “Go get her Spike,” before disappearing into the bathroom.

Pinkie continued to giggle, more and more of her body pressing against the dragon’s thinner frame, her hooves wandering all over the other girl’s body. Spike meanwhile was just barely recovering her faculties and shook her head vigorously in an attempt to think straight. she turned to ask Pinkie something but the pink mare’s muzzle was inches away and, when she turned, their lips accidentally met. Or, at least, Spike thought it was an accident.

Suddenly Spike’s mouth was assaulted by the wide flat tongue of her girlfriend who, at the same time, pushed Spike down onto the bed. Once she realized what had happened, the blush flew from her face and she reached up to hold Pinkie close as they kissed. As thought returned to the embarrassed dragoness’ head so to did a fire and the one-sided kiss quickly became a battle of wills as the two girl’s tongue intermingled and fought for dominance. Unlike last time it was not an angry back and forth of two jealous lovers, but a duel between equals smiles graced both of their lips as they kissed.

Faintly, Spike felt her dress get pushed up, the brush of the warm air from a nearby fan gliding over her exposed legs and across her erect cocks and ass. That didn't matter to her, but she still shot the culprit a glare that fell uselessly into Pinkie’s lust filled eyes. Pinkie meanwhile flashed an innocent grin while her own dress was rolled up and out of the way.

She leaned back slowly, reluctantly, the look on her face filled with longing. Spike pushed her head upwards, following the retreating mare to the extent her neck allowed until finally, the pink pony slipped out of her grasp. Spike frowned but quickly found out why Pinkie had distanced herself as she dropped the cloth on her face, “Clean up while I get you ready, you naughty girl you.”

Being called a girl wasn't a new thing, and after she had told Pinkie and Twilight her desire to become a real one, they had not referred to her as him on purpose since. But something about the way Pinkie said it stirred something in the dragoness. It was as if this was the first true time she felt like a girl. Even with her arousal making her cocks stick up in the air, there was something undeniably feminine about it which only made her more aroused. She wiped her face quickly while feeling the cold plastic slip over her dicks, making Spike shiver.

Pinkie leaped upon the bed once more and quickly made her way until her body was positioned over Spike’s. Pinkie’s face appeared back in front of Spike’s, her weight shifting around on the bed noisily until they were both comfortable once more. Pinkie leaned down until she lay on her knees on top of the dragoness, her weight pushing Spike down into the bed slightly and pinning her there. A shiver of pleasure ran up the dragoness’ spine. She slipped her arms out from under the pink pony in order to gently rub a clawed hand down the mare’s gorgeous legs.

Pinkie giggled and planted a little kiss on the dragoness’ head before leaning close and whispering in her ear, “Is this okay Spikey? Not squishing you am I?”

Spike shook her head slightly. “This is fine, keep me pinned please.” She was suddenly quite glad Pinkie couldn't quite see her face from her angle over top of her as a blush spread across her cheeks, “It makes me feel like a girl.” Then in a voice barely above a whisper she added, “Make me yours.”

A close observer would have sworn to have witnessed steam coming from the pink mare’s ears as, at the same time, a huge smile overtook her face and a blush spread across her cheeks. She nodded firmly, for once in her life not saying a word despite her intense desire to do so.

Pinkie slid back, her wet pussy easily finding the small erect cocks of the dragoness beneath her. One slipped inside easily, it's length quickly disappearing into the party pony’s greedy cunt, the other wasn't quite as lucky and just barely escaped. Pinky frowned, wanting desperately to get the feeling of fullness that having both inside her would give. Spike meanwhile was in heaven; Pinkie had clearly taken far larger ones but had kept her muscles trained and, despite Spike’s cocks slipping inside with ease, she was incredibly tight. Spike’s hands went slack as Pinkie shuffled her butt around trying to squeeze the other cock in beside its twin.

Twilight seemed to notice the scuffle and, with a giggle, gripped the other dragon dick in her magic and slipped it inside PInkie’s needy cunt with a wet slurp. Her job done, Twilight ducked back into the bathroom to finish cleaning up. Once both cocks were inside Pinkie, her tongue lolled out of her mouth and she muttered, “Oooh, that’s much better.”

Spike squeaked in surprise before falling into a similar state of euphoria, her eyes rolling back as she focused all her attention on the pussy currently squeezing her dual cocks. The pink mare atop her rolled her hips back, pushing back and squeezing what little was left outside of her sopping wet cunt. Once her prizes were firmly nestled inside her she let out a low moan, her well-practiced muscles squeezing and milking Spike’s cocks for all their worth. Spike was unused to such pleasure as Twilight wasn't a fan of doing anything that didn't involve having her monstrous alicorn cock shoved inside any hole she could fit it in.

As such, she was unprepared for the waves of pleasure that assaulted her mind. However, Pinkie quickly brought him back to reality with a nip on her shoulder. “Ooooh wow,” Spike muttered, her words devolving into an unintelligible moan.

Pinkie smiled to herself, glad to have discovered another thing that turned on her cute dragon girlfreind. The party pony leaned forward and back, working the cocks in and out of her as she licked her lips. With one last subtle grin, she leaned forward and bit down on the dragon’s small shoulder, immediately sending a jolt of pleasure through the girl.

A twitch ran down Spike’s spine like a bolt of lightning, stiffening her body and making her lurch slightly against the weight of the heavy earth pony above her. When the pleasure coursed down through her belly and lower still her knees tensed up suddenly, inadvertently making her thrust up into the tight cunt that held her cocks in a vice.

The twin cocks that were squeezed inside Pinkie shot upwards, pressing against different parts of her inner walls. The feeling was amazing and for a second Pinkie saw stars as pleasure coursed through her. She was not inexperienced when it came to such stimulation but to feel it pressing against her insides at two different angles was a new experience that she quickly realized was one she would enjoy as often as she could.

Pinkie relinquished Spike’s shoulder for a moment, drawing a groan of disappointment, “Hehe oh wowee Spikey, keep thrusting your cocks up like that.”

“Only if you keep biting me.” Pinkie’s nod and a giggle told Spike all she needed to know and so she lifted her knees up and began to thrust upwards, each thrust squelching as the pre that lubed condoms, combined with Pinkie’s copious fluids, began to drip down onto the bed.

Pinkie’s pudgy legs squeezed Spike’s body tightly as she rocked back and forth, making her moan louder. The feeling of being so utterly controlled and unable to do anything made Spike’s breathing grow faster and a moan slip from her lips. Right when she felt as though she was capable of formulating whole thoughts again and escaping the haze of pleasure, Pinkie began nibbling and biting along Spike’s neck, her legs gently squeezing her tighter as she did so. It was too much for the young dragon so fresh into adulthood and she came instantly, the thin plastic easily containing the small ropes of cum her twin cocks shot.

Pinkie wasn't nearly close but she relished the feeling of Spike’s cocks spurting inside her, the abnormally hot liquid filling the condoms partially, and warming her already hot pussy. The feeling was a new one and just like the feeling of having her cunt stuffed with two small cocks this was another sensation she knew she would grow to love. The strange heat from Spike’s cum made Pinkie instantly begin imaging when she could feel that hot liquid squirting into her innermost reaches and painting her insides in that pleasant warmth. Instead of being wasted on the plastic containers they were forced to use for now.

A low groan escaped Spike’s lips as her body twitched and shook, slowly coming down from her orgasm. Panting and out of breath, she looked up at Pinkie who just looked down with a smile. Spike couldn't hold her gaze longer than a second before looking away awkwardly, “S-sorry I came so fast Pinkie.”

Pinkie’s giggle disarmed Spike of her shame as a hoof ran through her spines, “Don't worry about it Spikey-wikey, the party ain’t over yet after all.” The pink pony shot the dragon a wink that made Spike blush and imagine what else the mare had in store.

Twilight had finally cleaned herself up and sauntered slowly into the room, her unsheathed cock slapping against her stomach with every step. She didn't even seem to notice it, “I see you two had some fun.”

Pinkie nodded and slowly pulled herself up off Spike’s quickly softening cocks. She turned her head to look at Twilight, “Throw another set on her Twi, I can feel Spikey here is gonna be ready for round two pretty soon.”

Twilight nodded and produced another pair of condoms before tossing the used ones out and sliding the new pair easily over Spike’s semi hard members. The cold plastic sent a shiver up Spike’s spine but Pinkie was quick to remedy that and, with a little help from Twilight, both of her cocks were back inside Pinkie’s velvet embrace.

The two girls shared a shiver of delight before settling in close to one another, Pinkie settling a little of her weight on the dragon below her and said dragon slipping her hands out from between Pinkie’s legs and using them to gently caress the sides of the mare above her. Now in a comfortable position, Pinkie leaned down and gave Spike a light kiss on the forehead, a happy giggle escaping her lips as she did so.

Spike didn't even bother trying to fight the smile that slipped on her lips or the enthusiasm that seemed to worm into her mind. The pink mare’s endless font of energy seemed to spill into Spike whenever they kissed, no matter how chaste the matter was at the time. Spike just sat there with a goofy smile on her face while she looked up at Pinkie who had an equally goofy - if slightly more content - look on her own face.

A giggle snort broke them out of the googly eyes they had been shooting each other. With their moment ruined the two formerly grinning girls looked over at Twilight a little annoyed, who in turn threw her hooves up and said in an apologetic tone, “Sorry sorry, you two are just so adorable. I always thought that when you got past your little infighting you would be the fastest of friends… err girlfriends.” Twilight’s wry smile made them both giggle.

However, that giggle vanished the moment Twilight flapped heavily three times, propelling herself onto the bed behind Pinkie. The alicorn placed a loving hoof on the earth pony’s flank before giving it a sharp smack. Spike nearly jumped to Pinkie’s defense but the throaty moan that slid from Pinkie’s lips made her realize how much the pink pony enjoyed her ass getting abused.

“Now then, since you seem to enjoy having two cocks inside you so much why don't we make that three?” Twilight smiled and gently pressed her cock against Pinkie’s ass. The pressure quickly vanished, “Oh right, lube. One sec.” The mare quickly hopped off the bed and began digging through their bags, apparently unable to locate the industrial strength lube they had resorted to using whenever Twilight’s cock was involved.

A huge smile overcame Spike and she looked up at Pinkie only for her smile to wane when she noticed it was not shared by the other girl. Pinkie looked positively apprehensive, now that Spike thought about it. Pinkie looked to the side, softly nibbling the bottom of her lip, as all the while her pussy clamped down almost painfully tight on Spike’s half hard cocks.

“What is it Pinkie?” The pink mare tried to turn away but the dragon held firm, “You can tell me,” her voice was soft and overflowing with concern making the pink mare wince and look Spike in the eye.

“It's just I haven't had anything that big back there and Twilight is a very, very big stallion.” Then in a softer voice, she added, “Is it gonna hurt?”

Spike snickered, unused to seeing apprehension in those gorgeous blue eyes. Pinkie’s lips creased, apparently not enjoying whatever Spike found funny as much as she did. Spike just rolled her eyes and pulled the other girl in close.

“First she's going to cover that gorgeous cock of hers with layers of lube until it's coated so thoroughly it will be able to slide inside you without so much as a thrust.” Pinkie moaned at the thought but Spike kept going, determined to tease the pink mare as much as Pinkie had her before, “Then, she's going to press that massive head of hers up against your ass and gently press forward, teasing you over and over until you ask her to put it in.”

Twilight stopped lathering her cock in lube and perked up at the sound of whispering, her acute hearing picking up the conversation, albeit just barely. Her ears swiveling on her head trying to pick up the rest of it.

Spike continued undaunted, “You will break down and beg her to shove it inside you, wouldn't you Pinkie?” the pink mare in question groaned and nodded quickly, all the while her cunt spasming and rippling as her hips wiggled back and forth, unable to hide her arousal, “Then, she's going to slam into you, spreading your ass wide around that huge gorgeous piece of meat of hers.”

Spike placed a finger against Pinkie’s lips already anticipating the question, “It's going to hurt - but just a little - and I know how much you enjoy that little bit of pain.” Pinkie groaned and ground her hips down against Spike’s quickly hardening dicks, “It's going to spread you so nicely Pinkie, the feeling as your body adapts to her needs, as it stretches around her glorious alicorn cock… there’s just no other word except…” she waited a second before adding breathlessly, “Divine.”

Pinkie shuddered in bliss, her overactive imagination clearly thinking of what was about to happen. All the while Twilight stood stock still, her cock throbbing as she picked up the last of Spike’s fevered whispering. She was painfully hard and although she was very tempted to do her usual teasing and other things Spike had whispered about, she was far past that point by now and wanted nothing more than to bury herself in Pinkie’s heavenly ass.

With a quick flap of her wings, Twilight was back on the bed, but she didn't stop there and with another quick flip she lay draped over Pinkie’s back, her forelegs gripping the mare’s sides as support. Pinkie let out a startled gasp that quickly devolved into a moan while Spike stifled a giggle.

With Twilight’s magic guiding her dick she quickly found Pinkie’s vacant hole and slowly pressed against it. Tossing aside the pink mare’s tail she pulled it gently, coaxing the other mare back against her enormous cock. Pinkie gasped at the sensation of the cool lube coating her hole but Twilight’s twitching organ was more than warm enough to offset the cool sensation.

Spike giggled and thrust up into Pinkie, her semi hard cocks making the pink mare squeal in surprise. At the same time, Twilight gripped the earth pony beneath her and began to relentlessly push forward. No teasing or words said she was clearly beyond the need for it. She did, however, give Pinkie’s gorgeous flanks a hard smack with her hoof sending the flabby flanks jiggling. Stars above did Twilight love that feeling, Pinkie was ever the enigma. Her flanks were solid masses of muscle whenever she wanted them to be, her earth pony strength prodigious when she needed it. But when she didn't? She seemed little more than a ball of fluff in the shape of a pony.

Twilight imagined the feeling of her flanks meeting Pinkie’s and her body resting entirely over the pink mare as she was balls deep. She squashed the thoughts before they could run away with her, however, as she knew imagining Pinkie’s heavenly ass and gorgeous body would make holding out a very difficult task and she didn't want to push Pinkie too hard too fast lest she hurt the mare she loved.

With a soft push the head of her cock slipped inside; below her, Twilight could feel Pinkie grunt with the sudden intrusion. Her body tensing up before relaxing all at once a moment later, a long low moan escaping the party pony’s lips.

“See? I told you it would feel good. I bet you love just how much she stretches you, isn't that right you slutty girl?” Spike’s whispers had a noticeable effect on Pinkie who groaned and nodded enthusiastically; however, that wasn't enough for the dragon who had entered full tease mode.

“I can't hear you,” Spike whispered.

Pinkie rolled her eyes but the second she felt Twilight’s weight shift and another few inches of alicorn cock slip inside her she tensed back up, her eyes going wide. She quickly adapted though and relaxed, riding the waves of pleasure that came with that delicious feeling of being stretched to her limit.

Spike noted the glazed over expression and giggled quietly to herself. However, she had more teasing in mind in order to get the real Pinkie back and she wouldn't rest until she got at least another few digs in on the other girl. Thrusting her hips up and grinding back and forth made Pinkie’s attention shift from the massive invader slowly pushing into her ass to the hard dragon cocks prodding her sopping wet cunt.

“You love it, don't you slut?” Spike wasn't sure if she stepped over a line but the shiver that ran down Pinkie’s spine upon being called a slut and the barely audible moan made it clear they both enjoyed it.

Starting at a whisper Pinkie answered. “Stars above… I love the feeling of Twilight inside of me; she's so much bigger than you Spikey girl.”

Some leftover shred of masculinity within the dragon balked at the suggestion but the rest of her found the pink mare’s words strangely erotic. Spike squirmed uncomfortably with the realization only egging Pinkie on, “She's so huge and stretches me so much that I can hardly feel you inside me.”

By now Twilight had slid nearly half way inside the pink pony, her small thrusts stopping occasionally to listen intently to the dirty talk the two other girls engaged in. Though at first, she wasn't sure if she should stop it, as it seemed rather insulting, now Twilight regretted even thinking of putting a stop to the erotic verbal barbs. Although part of her was annoyed at the lack of attention she was receiving she ignored that feeling; she had been the complete focus of the three’s nighttime activities shortly after Pinkie had joined them in the bedroom and for once she was glad to not be the focus. They sure seemed to need each other quite a bit, apparently making up for the lost time with the hottest sex Twilight had ever seen - which had grown to a surprisingly large number over the last few months, actually.

Meanwhile, her partners continued to bicker and egg each other on until - she wasn't sure who - one of them kissed the other, beginning what amounted to be the most violent make out session Twilight had ever seen - which, on the other hoof she have not seen many of over the past few months.

The two girls attacked each other's face with what Twilight could only describe as brutality. She stifled a giggle at the thought. Those two must be making up for lost time. She stowed away the thought when she felt Pinkie’s ass jiggle and push back against her. Twilight let out a low moan as she felt her medial ring slide inside Pinkie’s delightfully tight ass. The excruciating tightness alleviating until - with one last thrust - she felt her hips meet Pinkie’s flank. Her entire length just barely fit inside Pinkie and quickly spread the mare more than she had ever been before. The ponies both giving and receiving loved this sensation and an intense desire to feel more overcame them.

Twilight heaved herself backward, nearly slipping out of Pinkie’s now well lubed and loose hole than forward, more of her weight falling onto Pinkie’s back as her length plunged inside her in one fluid motion. The steadily increasing tightness abruptly increased threefold making Twilight stop her relentless charge in order to let Pinkie adapt. Despite her, seemingly elastic body Pinkie still needed time to adjust which made Twilight grumble in annoyance.

Meanwhile, Spike and Pinkie had finished the assault on each other’s mouth, and - judging from the defeated look on Spike’s face - Pinkie must have won their little battle of wills. Spike silently wished for a rematch but the now crushing tightness emanating from Pinkie’s formerly loose cunt had let the pink mare get the lead as Spike was distracted. How she was able to concentrate with three cocks stuffed inside her Spike didn't know. She shook her head. Just Pinkie being Pinkie, she thought to herself.

Determined to not lose again she began to thrust up into Pinkie, deciding that it was time she really started getting into it. Pinkie relished the attention, her tongue falling from her open mouth and a goofy smile on her lips. Spike’s claws gripped Pinkie’s flanks tightly as she thrust, hilting her cocks inside with each thrust before slipping nearly all the way out.

Pinkie tried to say something but whatever it was turned into an eep of shock as she felt Twilight thrust into her, burying the last bit of her cock inside the pink mare. At that moment she was pretty sure she was in heaven for a few seconds. She was also pretty sure she was milliseconds from cumming.

“Wowee Twilight that felt so good. Think I'm gonna cum!” Pinkie announced as her orgasm rolled over her, making her buck and writhe, her legs twitching from the earth shattering pleasure ripping through her body.

Spike snorted and redoubled her thrusts, determined to make Pinkie cum so hard she saw stars. Twilight wished she could move but the only thing she could do was stand stock still as Pinkie’s ass gripped her cock so tight it felt like the pink mare was trying to rip it off.

She grunted in pain and in a pitch three octaves higher than usual asked, “Can you loosen up there Pinkie? It feels like you’re trying to break my dick off.”

“oooOOOooopsee daisy, sorry Twi-Twi,” despite Pinkie’s assurance it took a few seconds for her to wind down from her orgasm before she could stop crushing Twilight’s cock.

Spike, however, ignored the entire exchange, focusing harder on Pinkie and never letting up her short quick thrusts. All throughout Pinkie’s orgasm her now tight pussy had clamped down on Spike’s twin cocks and milked them for all their worth and she was getting close to her second orgasm. The added feeling of Pinkie’s weight being pressed down on her only made it come faster.

Now that her orgasm had finally died down Pinkie could finally move, having felt that her back door had finally loosened up enough for Twilight to begin thrusting inside her as well. A spike of guilt shot through Pinkie’s mind at having crushed her lover’s dick, so when Twilight tried to thrust Pinkie didn't let her. Instead, she quickly pulled forward, dragging all three cocks along her tight passages before thrusting back with an audible smack as her hips met both of her partners. Like clockwork Spike and Twilight, both moaned the second Pinkie’s plush flanks met theirs. Pinkie giggled and redoubled her efforts. She wasn't sure how long she could keep this up, as her knees already began to burn with the effort, but the way her two lovers moaned because of her made it all worthwhile.

Her hooves gripped the sheets tighter and her knees began to burn slightly with the effort but she ignored it. The cacophony of moans and squelching fluid was music to the party pony’s ears. Spike gripped Pinkie’s flanks tighter, pulling the pink mare down on top of herself and enjoying the feeling of closeness immensely. Twilight did her best not to cum too quickly but Pinkie was the best at this for a reason and with her going all out there was little the alicorn could do in the face of such an onslaught.

Fuck maestro Pinkie could feel her partner’s small thrusts begin to slow down and tense up. Their movements jerky and their moans shorter as they held back slightly. Getting the signal she grinned to herself and began pulling up, until Spike’s cocks nearly fell out of her well-loved pussy, before pounding back with enough force to make her thighs jiggle and her tummy shake.

“Pinks I think I'm gonna cum!” Spike shouted, her claws digging into her lover’s flanks, and her hips desperately thrusting upwards in a vain attempt to get her small cocks deeper.

“Same here Pinkie; mind if I cum inside you?” Twilight asked a hint of trepidation slipping into her voice, “You’re so tight, I don't think I could pull out in time.”

Pinkie hesitated for only a moment, quickly calculating if she had room for Twilight’s prodigious load. She nodded quickly before answering, “Yup, fire away Twi-Twi!” She leaned lower and whispered into Spike’s ear while caressing the dragoness’ spines, “That goes for you too my little Spikey.”

Spike didn't need the encouragement as she already felt her balls begin to churn and sweet release approach, however, Pinkie’s words seemed to jump-start things and Spike swore she felt the cum slowly coming out of her begin to spray wildly. Her twin cocks emptying into the condoms with a considerable load for the small dragon, easily filling the latex with seed. Big for the dragon meant tiny for the alicorn who had flopped gracelessly over the pink mare, her wings splayed out and rigid. Her hooves twitched and while her body shivered, the first wave of her orgasm overpowered her senses.

Pinkie felt the familiar bubble that Twilight’s enormous load made in her cock as it traveled into her. The feeling of being spread just a little bit more drove Pinkie to another orgasm, this one seemingly coming out of nowhere. Her legs quaked and gave out on her, bringing the alicorn and earth pony crashing onto Spike who was thankfully more sturdy then she looked, easily holding up the two ponies without getting squished in the process.

Spike’s orgasm was small and tapered off quickly, having already finished when she felt the weight of the two mares coming crashing down onto him. Twilight’s, however, seemed to go on and on forever, each heavy pump of cum shooting inside Pinkie with the force of a fire hose. Each one pushing and expanding her deepest reaches as they were forced to take more and more potent alicorn seed with each passing second.

All three moaned in unison as their orgasms ebbed. Pinkie found her senses first and after several moments in which all three lay there panting and recovering from their orgasms she was able to speak, “Hey Twi? Would ya mind pulling out? I think you filled my belly all the way to the tip top.”

Twilight’s eyes flickered to life and she pushed herself up quickly, “Oh right, sorry Pinkie.”

“No prob Twi-Twi, having my belly super full feels great.”

Without the weight of Twilight on her back, Pinkie picked herself up somewhat, relieving her now swollen belly from the gallons of cum that were being squished between her and Spike. A moment later and Twilight had gently pulled her cock out of the pink mare’s ass, slow enough to make sure she didn't ruin the poor girl by dragging the huge flared head of her cock out too quickly.

Spike groaned, having gotten used to the huge mass that was Pinkie’s belly that had spread across her entire midsection like some bizarre blanket. Once Pinkie stood up enough for Spike’s cocks to slip out of her, the sheer size of her belly became apparent and made Spike gasp. She looked pregnant with triplets. Twilight must have been really backed up for her to fill the poor girl so utterly.

A small groan escaped Pinkie’s lips as she massaged her swollen belly, the pressure slowly decreasing as she felt cum leaking out of her in a great stream. Cum dripped down her legs steadily while a small white river flowed out of her ass, pooling on the bed. Pinkie looked down, angling her head in order to see the little stream coming out of her. With a smile Pinkie took a step forward, the small river leaking out of her landing on Spike’s crotch and waist.

“What are you doing Pinkie?” Spike asked, trying to scoot up out of the way but Pinkie was too quick.

“Just sharing the love.” Pinkie said with a smile. Once her back end was over Spike’s midsection Pinkie placed a hoof on her belly and pushed lightly, making the river turn into a flood as a huge wave of cum rushed out of her abused hole.

Pinkie moaned as she felt the wave of cum shoot out of her and land on Spike, coating her utterly in the alicorn’s sperm. Spike gave up and just rolled her eyes, letting the wave of cum splash against her midsection, covering her still condom covered cocks thoroughly. Twilight’s load was still hot and the way it seemed to cover her completely turned Spike on despite the fact being quite unladylike.

Once Pinkie had expunged enough cum from her insides to just appear nine months pregnant with one she smiled and glanced over at Twilight, “You mind getting me a plug Twi-Twi? I don't want any more of your amazing cum going to waste.”

Twilight’s cheeks burned with a blush and she quickly pulled a plug out of Pinkie’s luggage and placed it in the pink mare’s waiting hoof. Who in turn waited no time in pressing it against her cum soaked hole firmly. With a wet squelch the plug slid in easily, and only when it was at it's widest did it require another good push.

“Oooo that's the good stuff,” Pinkie groaned and continued to run her hoof across her belly, rubbing the distended flesh with reverence.

Spike couldn't stop herself from imagining what it would be like if she had a belly like that. Big, round and warm and making him bulge in all the right ways. With a smile on her lips, she looked over at Twilight who was busy gawking at Pinkie’s belly and no doubt imagining something similar to Spike’s own thoughts. Judging from the way Twilight looked at the pink mare though she was no doubt imagining a baby being inside that belly rather than her prodigious load. Why Spike thought that was beyond her but sometimes a lady just had to trust her intuition.

She made up her mind right then and there and snapped her claws at Twilight to get her attention who in turn shook her head and looked over at the dragoness. “You got enough energy for one more load Twilight? I need you to make me as big as Pinkie.”

Twilight’s wry smile told Spike everything she needed to know. Pinkie giggled and lay down on her side, presenting her belly towards Spike while her head lay near the dragon’s crotch. “You can touch my big belly while you wait for our amazing girlfriend to give you your own.”

Spike blushed and reluctantly placed a clawed hand on Pinkie’s belly, rubbing it gently before a thought occurred to her, “Wait, wait wait. I still have not forgiven you for all this.” The dragon took her claw from Pinkie’s belly and motioned towards her cum covered mid section.

“You know I’d never leave you hangin girlfriend,” Pinkie replied, already moving her head forward and giving Spike’s side a long exaggerated lick.

Twilight meanwhile was silently thanking her lucky stars she didn't have to put on a condom again as the ones made for beings her size were shaped for dragons. Though a tiny part of her did take immense pride in the fact that her cock was so massive they didn't make one in her size and shape. Which, actually, was another reason why she enjoyed anal so much: the dragon ones were too stretchy in some parts and not stretchy enough in others. Shaking the thought away, she flapped back up to the bed before stopping short of landing over Spike as she noticed Pinkie was still licking away at every inch of the dragoness still covered in her sperm.

“Pinkie do you want to move or?” Twilight asked, confused as to how the earth mare expected this to work.

Pinkie finished one last long lick before slurping audibly and looking over at Twilight, a grin on her lips, and more than a little spunk too, “Flip ol’ Spikey here on her side so I can make sure to clean those delicious little cocks of hers.”

Spike interrupted with an angry snort, “They aren't small! Just because Twilight’s cock is the size of my arm doesn't mean -wha-wait a second.”

Twilight, however, didn't wait and finished turning the dragon on her side in order to allow Pinkie unfettered access to Spike’s cocks while she eyed her prize. The view of that tight hole she had claimed so many times made her throb in anticipation, her alicorn endurance already pumping blood into her massive appendage. Twilight leaned down, her cock not quite hard enough yet so she decided she might as well use that time to properly lube Spike up.

Twilight glanced over at Pinkie Pie, and the two mares shared a nod before Pinkie dove down and grabbed a condom off the dragoness’ cock and drained it into her mouth. Spike shuddered; Pinkie and her hadn’t done anything sexual together before and Twilight didn't enjoy swallowing, so this was new to her. Pinkie seemed to notice this and when she grabbed the next condom off Spike’s cock she maintained eye contact as she let the dragon cum run out of the condom and into her open mouth. Once empty she gave the condom a squeeze before swallowing audibly and tossing it aside.

“Wow Pinkie, you’re quite the cum slut.” The dragoness said teasingly, sticking out her tongue at the insatiable mare who merely shrugged and dove down, wrapping her lips around Spike’s cocks.

Wasting no time, Pinkie pushed herself forward until her lips met Spike’s crotch, twin cocks pressing against the back of her throat. Spike let out a girlish eep of surprise before her muscles relaxed once more, unused to the sudden pleasure so soon after she came just moments before. An even more girlish eep escaped the dragoness’ lips when she felt Twilight’s tongue gently prod her back door. Twilight’s large tongue pushed against the tight hole insistently, the pressure doubling until it slipped - just barely - inside.

Spike gasped as the slippery appendage entered her only for it to disappear a second later. She growled at the sudden loss of that amazing tongue but was reminded of Pinkie when she extended her long nimble tongue out of her mouth in order to slurp loudly at Spike’s tiny balls. Pinkie’s seemingly prehensile tongue easily surrounded Spike’s diminutive sack, wrapping around it like a snake coiling around its prey. The dragon let out another girlish eep when she felt Pinkie’s tongue give her balls a squeeze, the cocks in the pink mare’s mouth twitching and jumping in response, which only made Pinkie’s smile grow larger and suck harder on the twin dicks in her muzzle.

Twilight swirled her tongue around the puckered hole before her, slowly lathering it in a thick layer of saliva. Once it was significantly covered she placed her lips up to it and pressed her tongue inside, forcing a good amount of spit inside the tight hole. Deeper and deeper she pressed until she felt the strain of her tongue reaching as deep as it could. Spike’s clawed hands dug into the sheets when she felt Twilight’s tongue reach as it could get, the long thick tongue pressing on a spot that made Spike’s head spin and her toes curl.

Pinkie was not to be outdone and with a huff of indignation pressed her lips harder against Spike’s scaley midsection. She noted the dragon squirmed a little, but her pleasure didn't quite reach toe curling levels. Pinkie’s grin widened when an idea entered her head and without a second to waste she pulled the dragon’s diminutive balls into her mouth and began to suck on them as well.

Clawed hands tore through sheets and embedded themselves in the mattress beneath, Spike’s legs went stiff and her toes curled almost painfully so. For a moment the world went white and she suddenly felt her balls churn and a steaming hot load force it's way out of her cocks and into Pinkie’s mouth. The pleasure was muted slightly as she no longer felt Twilight’s tongue stuffed up her ass. Spike was dimly aware that her hips were thrusting on their own in short jerky motions, pushing back against a cock that didn't exist.

Did I just? The thought fled from her mind as Spike realized what was happening; she had whited out for a second as an enormous orgasm had overwhelmed her senses. How did Pinkie and Twilight even do that? With feeling returning she looked down at Pinkie just in time to see her throat bulge as she swallowed another load of Spike’s, her twin cocks pumping for all their worth and filling the mare’s mouth full of hot dragon sperm.

Twilight wiped her lips with a satisfied grin, silently thankful that Spike always kept herself so immaculately clean back there, else Twilight would have been a little grossed out. With one last glance at the glistening hole before her, she hopped up onto the bed and mounted the dragon in one quick motion. Twilight looked down at Spike, noting the strange look of bliss on her face. With a turn of her head, Twilight noted Pinkie Pie swallowing audibly one last time before humming her approval at Spike’s abnormally large load, Spike’s cock and balls still in their resident cum slut’s mouth. A brief jab of envy overtook the princess as she saw the erotic scene but she quickly realized how big she was and knew such an act was impossible. Still, she could dream and maybe one day…

Noting that the glazed over look was still on Spike’s face, Twilight leaned down and booped the dragoness on the nose in order to get her attention. Spike shook herself and looked up at Twilight, who used the attention to ask, “Are you sure you want me to fuck you still? You look a little…” Twilight looked over the dragoness’ sweat and cum encrusted body, “Finished.”

Spike just rolled her eyes, thinking the entire question was ridiculous. “Of course Twi, I-” Whatever she was about to say turned into a high pitched eep. Spike turned her head down at Pinkie who grinned sheepishly, “Watch your teeth Pinkie! I have daggers for teeth and I still didn't nip Twilight.” This time it was Twilight’s turn to roll her eyes. “-Much.”

Turning her attention back to the alicorn currently standing over her, Spike continued, “Yes I’m sure,” Noting that Twilight was anything but sure an evil idea entered Spike’s mind which made her smile turn wicked. “Besides, don't you want to fill me up with your hot cum? To make my belly bloat and swell with your prodigious seed until it looks like I’m carrying your babies.”

That was all the encouragement the alicorn needed and she quickly gripped the sheets in her hooves and thrust forward. Her cock head slipped inside the dragoness’ surprisingly stretchy hole with ease, slipping inside a few inches before succumbing to the tight embrace and slowing its relentless charge.

“Oo wooow,” mumbled Pinkie, through a mouthful of quickly softening dragon cock.

“Don't speak with your mouth full Pinkie, it's quite unladylike,” Spike replied, her voice a few octaves higher than usual. She seemed to notice this and touched her throat suddenly, “Was that my voice? It was! Eeeeee!” Spike squealed with delight.

Pinkie let the dragoness’ cock and balls slip from her mouth in order to congratulate the girl, “That's awesome, does this mean her treatment is finally kicking in?”

Twilight grunted a little annoyed they had chosen now of all times to discuss this. She shifted from hoof to hoof lightly, making Spike moan in pleasure as the alicorn cock resting inside her twisted this way and that. Finally figuring out what to say Twilight spoke. “Yes and no; she should be ready for the next phase soon but this just means one part of it is working.”

Spike pumped a claw into the air, or would have had she not been lying down on her side at the time, “My voice sounds so cute.” It was even higher this time, easily surging past Twilight’s voice in pitch, “Like really cute.” and yet it was higher still, “Okay you can stop now.” It was now as feminine as Pinkie Pie’s and quickly becoming even more so.

Pinkie giggled and slapped Twilight’s flank with a hoof, “You owe me five bits!”

Twilight rolled her eyes and groaned, “I should have known better than to bet somepony as lucky as you.”

Spike looked back and forth between each of her girlfriend's before just sighing in surrender “I should have known you two would do something like this. Let me guess; Twilight bet my tits are gonna be huge too?”

Spike’s voice had stopped getting higher and had evened out to the girliest and highest pitch out of the three of them. Though from the tone of her voice she was kind of unhappy with having the girliest voice out of the all three of them, the blush that covered her face said she was anything but disappointed by the change.

“Hehe, no silly, that was me!” Pinkie smiled proudly before a devilish grin wiped her smile away, “They are gonna be huge, and your cocks are going to end up teeny tiny.”

Before Pinkie had said that Spike wasn't sure if she could blush harder, but afterward she knew she could and her face lit up even brighter. Her claws leaped to her face to cover her shame and blatant arousal at the mere suggestion of how the changes would affect her. Twilight would usually adore this type of back and forth between her girlfriends but her still rock hard cock throbbed with a need that adorable banter could not solve.

So with a light of her horn, she gripped Spike in her magic and drove her hips forward mercilessly. Pinkie’s surprised gasp turned into a giggle as she saw the charging form of Twilight’s massive dick slide deeper into the quivering dragoness. The sheer size of it leaving a clear indent in the girl’s stomach. Watching could only do so much for the pink mare and with a free hoof, she began to rub her still slightly gaping cunt while the other ran across her distended belly, absently rubbing the sloshing organ.

Spike’s moans had become more and more unintelligible as time went on and she was left in a pitiful state of affair by the time Twilight had bottomed out into her. Spike was left writhing and moaning, her words little more than a mixture of “Twilight” and “dick” that was little more than a slur of half pronounced words without rhyme or reason.

Pinkie giggled, “Your dick always turns poor Spikey into a gibbering mess.” Spike heard but didn't care about Pinkie’s comment, her hands running over the bulge in her belly where Twilight’s cock could be seen.

With a heave, Twilight threw back her hips and pulled out of her dragon girlfriend almost completely before slamming back inside in one massive thrust. Spike’s hole adapted quickly and had already stretched around Twilight’s inequine length within moments of her bottoming out, spike’s body apparently remembering the shape and length of Twilight’s cock and stretching snugly around it with hardly any prompting or time.

The squeal of delight that came from Spike made Pinkie’s hoof go into overdrive, mashing her clit with abandon. Twilight’s cock pounded back into the dragoness, prompting Spike’s cocks to suddenly shoot to attention and begin leaking pre like a faucet. The pink mare wasted no time in licking it up before bringing those delicious dragon dicks back into her mouth and beginning to suck at them greedily, eager to drink any pre the young dragoness might give her, silently wondering how much cum the poor girl had left as she must be running low by now. The dragoness’ cum was abnormally warm - just like usual - and carried a slight acidity that Pinkie didn't usually enjoy. However, mixed with it’s saltiness, the taste was actually pretty good. Pinkie swirled her tongue around the twin cocks, silently considering if Spike’s cum might work in a recipe or two…

The soft glow of Twilight’s magic wrapped the dragoness in its light, enveloping and holding him steady as the alicorn rocked her hips back and forth, thrusting her huge length in and out of the squirming dragon’s hole. Each time she thrust forward her heavy balls slapped audibly against Spike’s ass, every thrust making her and Spike moan. Pinkie would have joined them had her mouth not been full of Spike’s cock and balls which were securely tucked in there once again.

Spike’s orgasm was rising quickly but she could tell from the long slow thrusts that Twilight wasn't nearly as close as Spike was. She pried open her lips in order to speak and, thankfully, Twilight noticed her struggles and released the top half of Spike’s body from her magical grip, all the while not slowing her thrusts for a moment. Now free to speak, Spike looked up at Twilight, the awkward angle forcing her to look over her left shoulder while she did so.

“Twi, go ahead and use me; I’ve come so many times already I don't know how much longer I can keep this up.” Spike noticed the sudden concern in Twilight's eyes and quickly moved to snuff out the thought she knew to be growing in Twilight’s head, “Don't worry I can go for a bit more time; I wouldn't blue ball my favorite princess after all. It would be quite unladylike to leave you in such a state.”

Twilight seemed to roll the idea around in her head, unsure of what to do and clearly concerned for the dragoness. Pinkie’s lips popped off Spike’s cocks, her balls slipping out of Pinkie’s mouth as she ran a hoof across her lips, drying herself from the mix of cum and spit that had escaped her mouth. Spike shuddered, suppressing a moan when she felt her wet dicks suddenly get slapped by the cool air.

Pinkie, while still masturbating furiously prodded Twilight’s thigh to get her attention, forcing the alicorn to look the earth pony in the eye, “Twi, you know she wants this,” that made both other girls blush, only egging Pinkie on, “You know how much Spikey loves getting used as your cock sock. To be held completely in your magic and being reduced to nothing more than a hole to stuff full of your cum is something our little Spikey loves so, so much.”

Their blushes grew until they couldn't contain their excitement anymore and - though Twilight wouldn't admit it out loud - the look Pinkie had on her face seemed to say that she didn't have to admit it for the pink mare to know her feelings on the matter. Spike nodded quickly, her enthusiasm a lot less restrained than the alicorn’s.

One look down at the furiously blushing dragoness gave Twilight all the prompting she needed. Abandoning the last bit of her worry that using the dragoness in such a way elicited in her, Twilight lit her horn with a larger pulse of magic, gathering power for only a moment before gripping the petite dragoness completely in her telekinetic field.

Spike couldn't stop herself from moaning loudly; the feelings of constriction was divine and the way Twilight’s magic gripped every part of Spike’s body firmly but not so tight as to be uncomfortable was ecstasy. She writhed within the field, testing it's limits and relishing in the feeling of being held so intimately. Below her Pinkie lay on her back, both hooves working furiously on her pussy, one slipping inside the sopping hole while the other tried as it might to mash her clit furiously.

Spike closed her eyes, focusing entirely on her sense of touch, sharpening and focusing her attention to detail. She felt Twilight twist herself into a better position, Spike being forced to move with her so the alicorn could lay down on the bed and use the dragoness like an oversized sex toy without the hindrance of having to worry about brushing up against the bed or anything else. The twisting sensation as Twilight’s cock shifted around as the alicorn moved was a feeling Spike was becoming intimately aware of but was still enthralled by. It wasn't like the rough act of fucking when the alicorn railed into her hole relentlessly nor the kind act of slower sex the princess seemed less fond of. No this was wholly different and Spike enjoyed the strange feeling immensely as it hit the pleasure points unreached during normal sex.

Then, just like that, it was over, and Spike could feel herself aloft in the air, carried by the powerful current of potent alicorn magic. A shiver ran down her spine as she readied for what would happen next. Her muscles relaxed and the vice grip she held on Twilight’s cock loosened enough to allow the princess some manner of maneuverability.

Familiarity granted the dragoness the knowledge that a second after a throb ran down the cock wedged inside her Twilight would start to truly use Spike as they both wanted. Sure enough, after just enough time passed for both of them to catch their breath, Twilight tightened her hold on Spike and began dropping the dragoness down her cock, not waiting for the poor girl to adapt and loosen up before being pulled up and then slammed back down again and again.

Pinkie ooed and awed while feverishly masturbating; she had grown close to her own orgasm as her girlfriends put on the kinkiest display she had ever witnessed but she wanted to hold off. With a wet slurp, she pulled her hoof from her dripping cunt and slowly massaged her clit, waiting for her girlfriends to catch up to her. Eyeing something that needed fixing Pinkie moved her lips to Twilight’s also unoccupied ones and remedied that misfortune with a kiss.

Spike hardly noticed the brief dip in concentration when Twilight and Pinkie’s lips met, for she was lost in a sea of pleasure and cared little for anything other than the enormous cock pounding in and out of her tight hole. Twilight moaned into the kiss, pouring herself against the pink mare and willing them closer. Pinkie complied and intertwined her hooves with her lover’s, both caressing and touching the other as sensually as possible without stealing too much attention from the moaning dragoness still impaled on the alicorn’s cock.

It wasn't long before Spike could feel her orgasm rising again, having subsided slightly due to the cold air making her shrivel slightly. Now with that amazing cock she loved wedged inside her, pounding away at the very deepest reaches of her hole, she was in heaven.

In between grunts and moans the dragoness screamed in her still strangely high pitched voice, “Twilight, fuck my pussy. Harder!”

Twilight could do nothing to reply, her mouth still occupied by Pinkie’s tongue but as the churning sensation returned to her balls she knew exactly what to do. With lust powering her spellwork she sped up the pace, making each time Spike landed back down against the alicorn’s crotch a clearly audible slap that quickly became wetter after each thrust, Twilight’s copious pre leaking from the dragoness’ gaping ass.

Pinkie was the first to cum, her orgasm more subtle than the several previous ones that had left her a writhing mess of pleasure. Her lips pressed against Twilight’s more insistently and Pinkie’s free forehoof cupped the back of Twilight’s head, holding her in a tight embrace. The party pony moaned into the mouth of her lover, who, in turn, could take no more of the relentless pleasure assaulting her mind and stopped her frantic thrusting, instead of forcing Spike to the bottom of her cock. There the dragoness stayed, Twilight’s magic holding her firmly as she forced their hips to grind together, desperate to get every inch of herself inside the tight ass of her girlfriend.

Spike had spent enough hours on Twilight’s cock to know the signs that she was close. She released the hold her teeth had on the side of her mouth and no longer forced herself to think about things that distracted from the massive cock shoved inside her ass. Free from distraction the dragoness felt her orgasm build nearly instantly, a great wave of pleasure overtaking her and washing away her thoughts. She writhed and moaned within Twilight’s grip, the magic holding her tightly easily catching and holding the minuscule spurts of cum her small cocks shot, pooling them in the air next to her.

Pinkie finally released Twilight’s lips and rolled onto her back, furiously masturbating as the last of her orgasm finally died away. Twilight’s orgasm was far greater than the other two girls and they both knew the alicorn would continue cumming for minutes later if she allowed herself. Spike was more experienced in taking Twilight’s seemingly endless loads of cum so she knew she could take it despite her belly already distending from the first few massive spurts.

Each thick rope of cum from the alicorn’s titanic cock visibly churned with the dragoness’ stomach. Pinkie couldn't tear her eyes away from the sight, nor did she want to. Pinkie envied the dragon’s greater experience and more elastic body but she knew it was only a matter of time before she could take the alicorn’s prodigious loads with such skill. One hoof rubbed her distended belly while the other lazily crawled across Twilight’s body, touching it all over as the two girls looked up at Spike in awe.

After just over a minute spent watching Spike’s body distend and grow as more and more potent alicorn cum filled it Pinkie grew anxious and, after eyeing the floating blobs of dragon cum still held in Twilight’s magic, Pinkie got an idea. She got to her hooves and slowly crawled up to the floating dragoness and the prize next to her.

“Duna.. duna duna da!” Pinkie mumbled, her whispering growing louder the closer she got. Once in reach, she leaped up, extending her neck outwards and opening her jaws wide. Her muzzle extended around the blobs of cum and with a snap and swallow she had consumed her prey.

Twilight and Spike giggled at the antics of the pink mare, who quickly joined in their mirth. A few seconds later and the dragon was slowly lowered so her belly met Twilights and their limbs intertwined. Their lips following suit the moment they were in reach of each other. Though Spike’s position was a little stranger and required some reaching due to her now quite large belly, she didn't complain and nor did Twilight.

As their lips parted they both felt a hoof on the back of their head and they were brought back together as the third pair of lips met theirs. Though the kiss was awkward and strange at first, with all three parties pressing against each other, a sort of rhythm quickly established itself. With two girls kissing while the third pressed her lips against one or the other’s cheek before one of the pairs of lips slipped away and kissed another. On and on the three went until they were panting and out of breath.

“Wow,” Twilight breathlessly said.

“Wow,” the other two girls mirrored, huge smiles plastered on their faces.

They looked at each other all in a mixture of shock until the dwindling presence of Twilight’s cock drew Spike’s attention. She quickly glanced over at Pinkie and without a hint of shyness asked. “Would you mind grabbing the plug?”

With a smile and a nod, Pinkie bounded off, her distended belly sloshing audibly with alicorn spunk. She quickly found the indicated toy but instead of giving it to the dragoness she pushed the scaly butt upwards until it slid off of the now quickly softening alicorn cock. Cum leaked out around the edges of the weakening seal but Pinkie was fast and the moment the soft head of Twilight’s cock slipped out of Spike’s gaping ass she thrust the plastic toy forward. It sunk in easily until the fattest place, at which point it required a little push from the pink mare that drew a low moan from the dragoness.

The slight shake from the moan made her belly ripple, the sheer amount of cum stored inside making every movement and action elicit a sloshing sound from the inside of the dragoness.

Now secure inside Spike, Pinkie gave the toy one last little push, ensuring it was in as deep as possible. Judging from the smaller moan from Spike the seal was as good as it could get. A frown creased the earth pony’s lips and she quickly licked up the cum that had escaped the dragoness’ greedy ass and swallowed it loudly.

“Perfect!” Pinkie announced.

The dragoness groaned and rolled off of Twilight, her belly pressed against the alicorn’s side. Pinkie mirrored her a moment later on the other side of Twilight, her own far smaller belly pressing against the princess' side. They each took one of Twilight’s fore hooves in their own and looked up at the alicorn who smiled widely, a tear in the corner of her eye.

Spike’s smile faltered, “Is something wrong Twilight?”

Twilight shook her head and looked back and forth between the two girls holding her hooves, “That ice cream binge must have killed me as I am in heaven right now.”

Pinkie gasped over dramatically, looked over at Spike and with steel in her voice commanded. “Quick, she's losing her marbles Spike! Only a true love’s kiss can fix this so we gotta do it together!”

Spike saluted and quickly shifted close enough to kiss Twilight while Pinkie did the same, “Wait girls, I- eeek!” Twilight’s complaints vanished the moment her girlfriends began peppering her lips with kisses.

“Hey wait-” more kisses stopped the alicorn.

“I-” fuck it. Twilight closed her eyes and wrapped her hooves around the shoulders of the two girls to either side and gave them a squeeze as they, in turn, continued to pepper her entire face in kisses.

The impromptu kiss assault slowly faded and Twilight whispered, “I love you girls.”

“I love you, girls, more,” Spike whispered back.

“No, I love you, girls, more!” Pinkie announced, launching all three of them into another round of giggling.

The now dark room swallowed all sound and with the shades securely drawn all three huddled a little closer together in the arms of each other and a few minutes later they all were lost in the quiet embrace of sleep.

Author's Note

If your interested in editing for me just lemme know, I'd love the help. Also dont forget to head over to the source and give Kyo some love for the awesome cover art! (which will be updated shortly)