Author's Note

Hello everyone, just a quick update. This is the second to last chapter. Next chapter will have a ton of tentacle sex in it I promise.

Chapter 3

Twilight rushed off for her personal library. Clearly she was more compromised than she had thought. If she was going to beat this she needed more information. By the time she got back, Spike had already left and Twilight quickly set up shop between the massive shelves of books. She had never read about anything like these tentacles but there were a few more fictional books that had mentioned similar things. Working on the assumption that behind every lie, or in this case story, was a grain of truth, Twilight began to piece together what she could.

By the time Scootaloo made it back to the tree house with coffee for the other crusaders and Spike, Applebloom and the handsome purple drake were already hard at work. Their tongues were wrapped around each other in an open mouthed kiss and drool was starting run down each of their chins. The two broke away from each other as the orange pegasus entered.

“Hiya Scootaloo.” Applebloom greeted cheerful.

“Starting without me? Shame on you two.” Scootaloo replied with mock disapproval.

“Sorry Scoots,” Spike shrugged, “but Applebloom was leaking like a faucet by the time she got here, I did what I had to.”

Scootaloo could now see that the drake had one of his long claws up inside her friend’s snatch and was lazily rubbing it in circles.

“Well, I guess that’s okay.”

Scootaloo set the drinks down on the nearby table and walked over to her two friends. She then layed down next to the young dragon and pushed herself against his body. Spike wrapped his other arm around her and pulled her close before capturing her lips with his own.

The truth of the matter was, the crusaders had finished their project almost a week ago, but somewhere during that time, the trio had started to feel very horny. Since Spike was only one year younger than them and now much bigger, not to mention pretty good looking, Sweetie Bell had practically jumped him during their private celebration. Instead of shock though, the other two could only admit that they wanted in on it too.

When Spike pulled away from Scootaloo, she groaned in disappointment before she started to chew on the spine that covered his ear. Since it was part of the drakes natural armor, it was mostly mute to feeling but Spike had said previously it felt good when their teeth rubbed against and pressed into the thick cartilage.

Scootaloo reached down between Spike’s legs as began to rub against his erect shaft. Unlike a ponies penis, his was pointed in the front and had ridges of dull spins running down the length, something that the crusaders were very fond of at this point. Spike however pushed Scootaloo’s hoof away.

“Not until Sweetie Bell gets here, remember the deal.”

“Fine.” Scootaloo replied with a pout.

She perked up though when she felt Spike begin to tease her own marehood with his hand and sighed as he pushed one of his claws in.

It really would be more fun if I just masturbated, or maybe if I went to visit the coffee shop tonight.

Twilight shook her head to try and dispel the rebellious thoughts, she had been making steady work with her research and had come to several startling conclusions. First, she was definitely pregnant with her own tentacle offspring. Second, because the tentacles used genetic material from their mother to adapt, they were her offspring as much as the tentacles that had inseminated her. Third, that the thought of this made her horny as hell, something that was clearly shown by the constant steady drip from between her engorged pussy lips. And finally, that the tentacles fed off the magic of their parent to grow and their strength was proportional to how much they consumed.

Being one of the two alicorns of love, Twilight’s tentacle offspring were destined to be stronger by an order of magnitude, if not more, than either the one that had impregnated Whipped Cream, and Double Espresso or their tentacle offspring.

With a few magical scans of herself she had determined that the tentacles growing inside her were currently fused to the inside of her womb like a developing fetus would be and was continually leaking aphrodisiacs into her system. That easily accounted for her perpetual state of arousal but what was more frightening was they were also spreading the hypnotic agent into her blood as well. Thanks to Twilight's quickly adapting body, she wasn’t debilitated by it.

Yet.

However, it was also getting stronger, and she was running out of time to finish this before it became too powerful to resist. A situation that she had to admit sounded really appealing right now.

With the possibility of failure at hand, Twilight realized that she needed to first prepare for if she gave in to the tentacles.

When I give in.

She immediately reprioritized her checklist and began her research anew.

When Sweetie Belle walked into the clubhouse, both Applebloom and Scootaloo had their front legs wrapped tightly around Spike’s torso and the two teenage ponies were sloppily making out with him. Sweetie Belle could see their exposed marehoods’ as well as Spikes finger gently pushing in and out. Without speaking, the unicorn trotted up to the three and after winking at Spike, which he returned, she bent over and began licking his erect member.

Applebloom felt her friends mane tickle her leg and pulled away to check.

“About time you showed up. Me en’ Scootaloo have been waiten for almost half an hour to get ar pussies’ plowed.”

“Sorry,” Sweetie Belle looked up from Spike’s penis, “My sister had an order to finish and made me stay to help.”

“Whatever, just move yer head out of the way, I’ll have that dick inside me before I go crazy.”

Sweetie Belle gave Spike’s penis one more lick and a kiss on the tip, making him groan quietly into Scootaloo’s mouth, before backing off and walking around her friend so she could snuggle up against Spike as well. Applebloom pushed Scootaloo off to the side a little so she could climb completely on top of the drake.

Applebloom scooted down until the thick dragon cock was sandwiched between her pussy lips and slowly dragged herself up and down. Spike groaned again and pulled away from the kiss her had been sharing with Scootaloo.

“Damn that’s good,” The dragon said as her sifted a little and pulled Sweetie Bell tighter up beside himself.

Applebloom didn’t waste time before she pulled her hips off and lined her entrance up with the thick dragon meat. Without hesitation she slammed her hips back down. She and Spike both moaned as her snatch was impaled on the spiny rod and she quickly started lifting herself up and down on his dick. Spike leaned over and pressed his lips to Sweetie Belle’s and the unicorn moaned as well as she tasted the combined flavors of all her friends saliva on his tongue.

With her pussy already sensitive from the slow fingering she had been getting earlier, it only took a few seconds of the spiny cock plowing into her for Applebloom’s walls to start clenching. She shoved her hips hard against Spike’s crotch. He in turn slowly and forcefully rolled his hips into her as she climaxed, making her moan as her quivering pussy was stretched and pulled.

When her orgasm finished she started pistoning again. The three had agreed that they each got to ride Spike until he came, no matter how many orgasms they each had.

Meanwhile, Scootaloo pulled away from Spike and turned herself around so that she could watch as her friends snatch swallowed up his dick. She moved one of her hooves between her legs and started mastrubating in time with Applebloom’s thrusts. When Applebloom climaxed again, Scootaloo stared wantonly at the cascade of marecum pouring out of her friends snatch and ground her hoof into her own clit. She was surprised to feel Spikes tongue begin to stroke along the outside of her pussy lips. As Applebloom began again, Scootaloo could see Spike starting to press up to meet her and moaned as the dragon’s tongue dipped inside her.

Scootaloo began to lick up the liquid running down Spike’s leg as she felt her own orgasm approaching. Spike could feel from her inner walls quivering that she was close as well. He kept her on the edge for a few more seconds until Applebloom’s slammed her hips back down and squealed in pleasure. Scootaloo moaned deeply as the long draconic tongue pushed all the way in and pushed her over the edge as well.

With Applebloom’s pussy clenching around his cock and Scootaloo’s marecum filling his mouth, Spike couldn’t hold on either. With an instinctive thrust to make sure that the tip of his dick was pressed up against Applebloom’s cervix he came.

Applebloom moaned as she felt the hot dragon seed begin to fill up her womb and as she orgasmed all over again she pushed her hips down into him in small rolling motions. Spike shot string after string of virile cum into the earth pony and soon he could feel her belly start to press gently against him. Once her womb was full, Spike’s cum began to spill out of Applebloom’s entrance and into the dragon’s crotch and legs. Scootaloo, who was just recovering from her own orgasm began to lap up the thick liquid.

When her climax finally ended, Applebloom gently rolled off of her draconic lover and into the waiting hooves of Scootaloo. The pegasus pulled Applebloom’s back legs around her head and began lapping up the leaking dragon and marecum from her well sexed friends pussy. Apple bloom moaned in appreciation and after a few more panting breaths began returning the favor by gently lapping at Scootaloo’s folds as well.

Seeing that she was occupied, Sweetie Belle skipped Scootaloo and climbed up on top of Spike in Applebloom’s place.

“Just give me a minute please.” Spike said as her pulled the unicorn teenager tight up against him.”

“Sure my little Spikey-Wikey,” she replied innocently before starting to kiss his neck and face.

Sweetie Belle was probably Spike’s favorite of the three. As she had grown up, she had become just as beautiful if not more so than her older sister. When Sweetie Belle had started picking up on his shifting attractions, even before they were actively engaged in sexual activities, Sweetie Belle had taken to teasing the drake with the nickname her sister used.

Scootaloo on the other hand was openly bisexual, and Applebloom was willing to help out her pegasus friend whenever she was wanting more female company. Currently the two had devolved from gently afterglow teasing to fully eating each other out. Scootaloo mentally hoof bumped herself as Applebloom came, squirting both her own and Spike cum into the horny pegasus’s open mouth. Despite Scootaloo’s assurances to her friends that she didn’t see sex as a competition, she always secretly raced them to try and get them off first. With victory achieved she gave in and returned the favor as she filled up Applebloom’s mouth with her own cum.

If I am going to fail, I might as well give in now anyways.

Twilight squeezed the sides of her head as her body lay propped up against one of the tables in her lab, hoping that the pain would shake off her desire for at least a little bit. No matter what she did though, her thoughts returned to the fact that she was going to fail and it made her debilitatingly aroused every time.

Finally with just a moment of clarity, she performed an emergency teleport into the nearby Ponyville pond. The shock of the cold water caused her entire system to lock up and go into survival mode. Adrenaline burned through her veins as it boosted the neurotransmitter count in her brain.

The sudden clarity as the aphrodisiac in her system was outnumbered and displaced was very much welcome and Twilight grabbed a hold of the clarity with a mental death grip. It was becoming clear that the growing tentacles were reacting to her body's chemistry to reinforce behavior that was beneficial to them and so arousal or defeatism would lead to an out of control spiral if not stopped.

Twilight floated underwater for a few serene moments before her lungs reminded her that though her immortal body didn’t need oxygen, it was going to be very unhappy without any. She swam to the surface and her head exploded out between two very surprised ducks.

The good news was that she had finished her contingency plan and it could be put into practice with only an hours warning. She also had the foresight to fight hypnosis with a little hypnosis of her own and was almost done before her most recent onset of arousal had stopped her. Twilight Swam to the shore and after drying herself off, she teleported back into the library.

After her alicorn powered teleportation, the anti-teleporting wards were rent asunder and she would have to fix that when she got the chance, but for now she had to finish her work, she grabbed the last of her research and teleported back into her lab.

As she started to charge the necessary spells for her failsafe doubt again began to bubble up in her.

When I give in, I’ll just undo everything anyways, so why try?

Just as her subconsciousness opened up for the hypnosis spell, Twilight realized that maybe her thoughts were just as compromised as her body. But as she fell into half sleep the idea faded away again.

Applebloom and Scootaloo were once again face to face and gently sucking on each other’s tongue as they pressed up against Spike’s side. They were gently pressing their back legs into each other’s pussy as they enjoyed the afterglow of another shared orgasm. Meanwhile Sweetie Belle was eagerly thrusting away on top of Spike’s cock. Her pussy made a lewd squelch every time their hips met. Spike had already filled her up once and their combined fluids made their legs stick together a little, but since Scootaloo and Applebloom were currently occupied, the unicorn had gotten another round.

Spike groaned and pulled Sweetie Belle’s head back down. Their lips connected and mouths opened. As their tongues pressed together Sweetie Belle stared into Spike’s eyes. She could feel her next orgasm coming soon and as she slammed herself down she held the drakes gaze. Spike groaned as his member twitched. He returned her gaze as he started filling her with his spunk again and making her moan as their warm juices ran down their mashed together crotches.

When Sweetie Belle’s started to wind down she snuggled up against the dragon’s chest and closed her eyes. The feeling of her womb expanding as it filled with warmth again was euphoric. Because of how horny she had been for the past week, Sweetie Belle hadn’t realized her heat had actually started. She unknowingly luxuriated in the feelings of deep contentment that her body gave off from being filled with comparably sperm. She drifted off peacefully with Spike’s penis deep inside her pussy, still shooting more of his cum into her tight receptive womb.

Spike looked over at his other two lovers and saw that they had fallen asleep against him as well. With a pleased smiled laid his head back and joined them in dreamland.