Power Ponies: To Sate a Beast

by SonicBlitz18

Rating: mature
Tags: Spike, Science Fiction, Other, Starlight Glimmer, Sex, Power Ponies, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Anthro, Trixie
Length: 111838

The Power Ponies face their greatest challenge yet.

The Power Ponies, the hero team of Maretropolis, now face their greatest challenge. While facing off against their arch nemesis, the Mane-iac, and her two allies: Shadowmane and High Heel, the team was defeated and captured. While at the mercy of the three villainesses, their beloved sidekick, Humdrum was forced to serve as their test subject for a new experimental mind control hairspray. But something went horribly wrong. Will the Power Ponies be able to defeat the Mane-iac, Shadowmane, and High Heel and rescue Humdrum?

This was something I had on me for awhile now and I wanted to bring the Power Ponies back into the limelight, but in a very kinky way.

Credit to The Fallout Pony and to PuzzleMaster98 for edits, Lightingace for awesome ideas and helping me set up the story, and to Alchemicgree and Wolfman93for the clop scenes.

Featured: 11/2/17

Kinks:Playful teasing, Amazon Mares, Persona changes, transformations, lactation, lesbianism, tribadism, cum inflation, male domination, impregnation.

Published 2017-11-01 01:40:05 UTC
Last updated 2020-03-12 04:45:02 UTC

Back to the Comic Universe

Author's Note

I didn't know what here name I would have for Starlight so I had her become Mare-Do-Well. For Trixie, I had her become Dazzling Mage since it makes sense with her personality. But Anyways, I hope you enjoy this series with what I have planned for me and my friends helping me with this. Give them a shout out for a job well done. BTW, you'll find out why they were sent into the comic world later on near the end.

Back to the Comic Universe

"Thanks for helping me out in cleaning Spike's room Trixie." Starlight said to her azure friend holding a broom in her hand, sighing a little as she looked upon the task at hand.

Not wanting Twilight and her friends to return to a dirty castle, Starlight decided to give the crystal palace a thorough cleaning. She was accompanied by Trixie, who was not the most enthusiastic about cleaning, but she was still somewhat happy to help out a friend. Looking over what had been done already, Starlight held an air of pride; already having cleaned and gave a new shine to the crystal halls and glass windows. All that remained was Twilight’s room.

"The great and Powerful Trixie normally is not one for manual labor, but Trixie is willing to help her best friend." The azure unicorn mare boasted holding a feather duster; her posture showing her determination not to be bested by dust. "Take that dust!"

"You know you don't have to keep bragging about yourself in the third person." Starlight added, stating her annoyance, leaning down to sweep under Twilight’s bed.

"You don't have to be such a downer." Trixie remarked, turning towards Starlight and sticking out her tongue. Starlight just rolled her eyes and got back to organizing and moving things around in Spike's room. It was their last cleaning spot for the day since their friends would be getting back from a royal summit in Canterlot.

"Starlight, come and see this! The Great and Powerful Trixie has found something!" Trixie exclaimed in both confusion and curiosity. Bending down, Trixie reached to the strange item just barely hidden under Spike's pillow. "What is this?" Pulling at it, Trixie revealed it to be a thin paper book of some kind. "A magazine? Trixie was unaware the dragon was at that age. Though Trixie does question Spike’s taste. Is this one of those cosplay dirty magazines?"

"What?! Let me see!" Starlight replied, a subtle blush across her face as the rogue thought of young Spike with a dirty magazine crossed her mind. As she grabbed the alleged magazine, Starlight flipped through the pages, only to let out a sigh of relief. "It's not a magazine. It's one of his Power Pony comics. Certainly nothing dirty about this."

"Trixie was not aware the dragon was a comic collector." Trixie replied, peeking over Starlight's shoulder as the two looked at the comic's content. "Though some of these mares seem to enjoy wear such ridiculous outfits...What?! What is this?! Does this "Masked Matter-Horn" think she is a better unicorn than myself. Why the Great and Powerful Trixie could-"

"It's not fair, or even reasonable to compare yourself to a fictional character." Starlight replied, politely interrupting her friend's boasting. Starlight did not want to give Trixie another talk about comparing herself to things she couldn’t possibly compare to. Last week it was the Alicorn Sisters, now it was a fictional comic book heroine. Starlight just didn’t have the time for this. "Let's just finish this up before Spike and the others gets back."

"Strange, it looks brand new." Starlight said, flipping through some of the pages. "They almost resemble Twilight and her friends."

"Oh please, they look nothing like them."

"Trixie, look closely." Starlight said pointing towards the heroines. "This Masked Matter Horn looks a lot like Twilight."

"Oh puuuleeaaase....she looks nothing like her." Trixie remarked in a sarcastic tone.

"Trixie look closely....." Starlight remarked, pointing to the group of super powered ponies. "They closely resemble our friends. It can't be a coincidence."

"Well....what about the pony with a purple hat and mask?" Trixie asked, as she pointed to the mare with a purple costume.

"I don't know this one." Starlight added. She touched the mare on the comic book. Before they knew what was going to happen, the comic Starlight was holding started glowing.

"Trixie, why is this book glowing?" Starlight asked, a little confused. She then glared at the azure unicorn. "Did you do something to the book?"

"You wound me dear Starlight." Trixie remarked, faking getting stabbed in the chest and falling back. “I only handed you the book, so what would make you think that I would want to ruin Spike's belongings?"

"You did turn him into a ball when he was a baby dragon."

"I was corrupted by the Alicorn Amulet...." Trixie remarked, blushing at the bitter memory. The comic continued to glow brighter and brighter causing both mares to cover their eyes. The room was surrounded by a white light for at least ten seconds. By the time it ended, both mares were already gone, without a trace.

-Maretropolis-

"Ow...my head...what hit me?" Starlight groaned getting up from where she was kneeling. She groggily got up from where she was standing. She felt strange for some reason. “Trixie, you around here?” Starlight called out. She stood up only to feel woozy. “What happened?”

“I don’t know.” Said a voice from behind Starlight. She turned around only to see a mare wearing some skin-tight costume on. Her top was a simple binding one piece purple latex attire that hugs her body, with purple gloves and thigh high purple boots. It mostly outlined her large FF cup breasts. She still had her hat on and her face was covered by a purple mask.

“Trixie? What are you wearing?” She asked. Trixie just looked back at her friend in surprise

“I think the same could be said about you.” She said. Starlight looked at herself to find out that she was in a dark purple costume with a cape, and her face was covered by a large mask with a top hat. She had a utility belt around her waist with a grapple hook in a holster around her leg.

“When did I get this costume?” She asked. The costume was skin tight against her modest EE cup breasts. “It’s feels kinda like I’m wearing nothing.” She added.

“I don’t know Starlight,” Trixie said as she looked at herself in the reflection of a puddle. “but the great and Powerful Trixie looks good.” She said ogling her body, much to the annoyance of Starlight.

“Seriously Trixie? We need to figure out where we are and how we got here in the first place.” Starlight added. She looked around the area that they were in. It looked like a back alleyway similar to the ones in Manehattan. It was also dark outside as the full moon was still visible. She then heard voices from the other end of the alley and followed them. She peeked out of the alleyway to see several mares and stallions roaming around the city.

“It looks like we’re in Manehattan.” Trixie called out stretching her limbs.

“I don’t think that's where we are Trixie.” Starlight said as she noticed several ponies walking around like it’s a normal evening run. “I think we’re the mares that are in this comic we got sucked into.”

“Well, that must be the case.” Trixie said twirling around in her costume. “These Power Pony costumes are pretty hot.” Starlight just glares at Trixie.

“Seriously Trixie?” She adds. “We seriously need to find a way out of here.”

“Oh don’t be such a downer.” Trixie teased, slapping Starlight right on her flank. She yelped in response as she rubbed where Trixie slapped her. “We might as well see what we can do.” Starlight glared at the showmare for the slap to her rear. Too bad things were going to take a turn for the worse when two sets of eyes peeked out from the shadow’s of the alleyway. Both figures snuck behind the two mares.

‘Maybe this is Twilight's way of trying to test me?’ Starlight thought. She then suddenly noticed two shadows growing behind her. She looked behind her and saw two figures looking at them.

“Trixie! Look out!”

“What?” Trixie didn't even have a chance to react after Starlight pushed her out of the way when a flying shuriken almost struck the back of her head. “Where’d that come from?” Trixie followed up after tumbling towards a trash can.

“Why don’t you turn around and find out, little whorse.” Said a feminine voice from behind both mares. They turned around and gazed at the two beings who attacked them. Both figures were mares. One wore a black cloak and purple face mask with a katana on her back. Most of her body was hidden under the cloak, but her eyes were clearly visible from the hood. The Second figure wore a red jumpsuit, which showed off her FF cup breasts, with high heels for hooves, and a silver headpiece to make up her mask. They were able to get a good look at the mare’s face to reveal that she had a beige color coat, purple mane, and what appeared to be a unicorn horn.

“Who are you, and what the hay is you problem?” Starlight asked, fuming at this. “You could’ve hurt somepony.”

“I especially find it insulting calling me a whorse.”

“Thought you could escape unnoticed after you broke in and took our little vial?” The Red Jumpsuit mare spoke in a menacing tone.

“What is she talking about?” Trixie asked, turning to a confused Starlight.

“How should I know?” Was all Starlight could respond with. She then turns towards the two individuals. “I still want to know why you attacked us just now.”

“You both know what you did.”The mare in the cloak said grabbing her sword from her back. “You stole something that belongs to the three of us.” She added in a dark tone.

“Stole?” Trixie added with raised eyebrow.

“That’s right. So either you two return what you took from us quietly, or things will get ugly really fast?” The mare in the jumpsuit soon entered a battle stance.

“If we knew what you were talking about, we’d follow.” Starlight added, but something in her mind clicked at what the other mare said. “Wait, you said three of you?”

“That’s Right.” The cloaked mare said, brandishing her katana. “Now hand it over.”

“We still don’t know what ‘it’ is.” Trixie added.

“Fine, you asked for it.” The red jumpsuit mare then lunged forward and did a drop kick that Trixie and Starlight barely dodge as her heels cut a nearby dumpster in two, shocking the two clueless mares.

“What’s with those heels?” Trixie asked crawling on her back as she began to freak out.

“Diamond tipped high heels.” She answered with a smirk, lifting one of her legs. “With these, I can cut through anything, and that includes you.”

“You’re crazy.” Trixie shot back. Starlight was trying her best not to lose her head as Shadowmane was swinging her sword to try and kill her.

“Why are you trying to kill us?” She asked in a panic, dodging another swing. The blade only managed to clip part of Starlight’s tail after she jumped the blade.

“Give us what you stole, and this will be over quickly.” She answered, stabbing the blade into a brick wall after Starlight dodged to the right.

“Again, we still don’t have a clue what you’re talking about.” Starlight retorted as she continued to dodge the deranged mare’s swings as well as a few shurikens she threw in her direction. Meanwhile, Trixie was dodging the other mares kicks as she was clearly relentless with her attacks. Trixie and Starlight still weren’t sure how she was able to move with such an impressive rack. However, Trixie wasn’t given enough time to think as she suddenly stumbled back and then fell,landing on her ass.

“Pity you wouldn’t comply.” The other mare said as she jumped upwards and tried to land a final stomp on the stunned showmare.

“Trixie!” Starlight shouts trying to rush to her friend, only to be stopped by several shurikens flying towards her face.

“You should be more worried about yourself.” She added. Trixie closed her eyes as she was frozen in fear, but she suddenly held her hands out and a blinding flash of light was summoned. Starlight covered her face and both mares that were attacking them were now blind. The mare who jumped in the air earlier, screamed as the rays of light blinded her making her fall over on a few trash cans.Once the light died down, Starlight opened her eyes and the cloaked mare started swinging her sword wildly as she couldn’t see. She cried out in agony as she was trying to cover her eyes with her cloak. Starlight then ran up to Trixie who was still frozen in fear from the shock.

“Trixie!” Starlight said, shaking the dazed mare. “Trixie!”

“Huh, what?”

“How did you do that?” Starlight asked in bewilderment.

“Do what?” Trixie asked confused. Starlight pointed towards the dazed mares who were currently rubbing their eyes. “Wait, I did that?”

“Yes, after you held up your hands, you put those two in a daze.” Starlight added. Trixie then looked at her hands and noticed that the once blue stripes on her gloves were glowing a bright yellow, before reverting back to normal.

“Woah…”

“We’ll worry about what happened later,” Starlight said as the mare in the jumpsuit started to surface from the garbage she was trapped under. “Right now we need to get out of here.” Starlight then helped Trixie up and they began to flee, thinking the worst was over, but they were celebrating their getaway too soon. The two unicorns tried to run out of the alleyway they were in, only for something to snag onto the show mare’s leg.

“What the-!!” was all Trixie could say as she was then yanked backwards by whatever grabbed her leg and dragged her towards the back alley. Starlight tried to see what happened, but something then also grabbed her leg. She looked down to see what looked like a green tentacle wrapped around her left ankle.

“Oh buck!” Were Starlight’s only words as she was pulled towards the back alley where her friend was last dragged towards as well. She was dragged further down towards the alleyway, and several other tendrils came out and wrapped around the shocked mare, binding her in...hair?

“Wh-what is this...hair?” Starlight groaned, struggling to get loose from whatever had her bound. She looked around the dark alleyway to find Trixie bound in the same green tendrils. A sinister cackle was let loose, making their blood run cold. A sound of hooves followed suit and a figure in the shadows started to take shape.

“Thought you two could get away, huh?” The figure spoke in a feminine, yet rather crazed tone. “Well, after all the trouble you two have caused, did you really think we would let you escape that easily?”

“Wh-who’s there?” Trixie called out, as she was struggling to break free herself. The figure suddenly walked closer to both mares and the light of the moon revealed the sinister mare. She had on a purple jumpsuit, with a large green mane that looked as if she had a bad hair day. She had on black gloves and boots and the look in her eyes showed that she was crazy. But what was really crazy about her, was her curvaceous body. Her jumpsuit outlined her rather bubbly ass, and firm Double K cup breasts that looked ready to burst. The jumpsuit wasn’t zipped all the way up, revealing a lot of cleavage.

“You mean to tell me that you don’t know of the Mane-iac?” She asked in a rather dark tone.

“Mane-iac...really? That name sounds stupid.” Trixie said unamused. Starlight snickered a little at Trixie’s insult, but that was cut short as one of the tendrils around Trixie extended and wrapped around the show mare's neck. The tendril began to squeeze tightly on her neck, causing Trixie to literally turn blue in the face as the Mane-iac slowly choked the life out of her.

“Wait! Stop!” Starlight shouted, struggling to get loose from her binds. It wasn’t working, in fact it seemed to only make things worse.

“The more you struggle, the more my mane squeezes my dear.” Mane-iac added as she continued her sinister laugh.

“What do you want?” Starlight asked, wanting to help Trixie.

“We want what you stole from us back.” She demanded, pulling Starlight where she was face to face with her. “An experimental mind control serum that we developed for our plans to rule this city.” Starlight wasn’t sure what she was talking about, but she knew that they had to play along if she was going to help Trixie.

“Ok. You win, just stop trying to kill her. Please.” Starlight begged the Mane-iac. That was when the tendril around Trixie stopped squeezing, and loosened up around her neck, but still wrapped around her to where she wouldn’t get loose.

“Excellent.” She added. That was when the two mares that were dazed earlier got up and walked over to the Mane-iac. “High Heel. Shadowmane. How do you both feel?”

“Nothing out of the ordinary.” Shadowmane said sheathing her blade. High Heel dusted off the last piece of garbage that was on her and joined the other two mares.

“Damn whorse. Next time, you won't be so lucky.” She called out. That was when a small tink was heard. Mane-iac turned her attention to the source, and looked down to see a small bottle with a pink liquid inside.

“Well now,” High Heel said as she retrieved the bottle. “With that taken care of, now we have you two to deal with.” She added in a menacing tone.

“We should end them... leave no witnesses.” Shadowmane said as she started pulling out her blade. Starlight and Trixie started to sweat as the fear plastered on their faces began to show.

“No,” Mane-iac said holding up her hand. “Not yet. They still hold some use to us.”

“U-use?” Trixie stuttered.

“That’s right.” She responded, pulling both mares to look directly at her face. “You’ll be used as bait to lure the Power Ponies to us.”

“Bait?” Starlight blurted in shock.

“Oh this is going to be great.” High Heel added.

“Shadowmane.” Mane-iac called her name and Shadowmane then threw a smoke bomb on the ground and everyone suddenly disappears into the night.

-Back In the Real World-

“Celestia... that was the worst.” Rainbow Dash groaned as she and the other girls, including spike who was also with them, stepped inside of Twilight’s Castle.

“Don’t be such a party pooper Rainbow Dash.” Pinkie chirped in her bubbly voice. “The meeting wasn’t even that long.”

“Maybe to you,” She remarked in a sarcastic tone.

“Pinkie’s right Rainbow.” Twilight added as she and the rest of her friends entered the map room and set down a few bags. “Pinkie wanted to throw this little party for Starlight since she was nice enough to look after the castle while we were gone.”

“I wonder how thorough she was when castle sitting for you after we left for the past few days?” Rarity wondered, sitting in her chair.

“I just hope she didn’t clean TOO hard either.” Fluttershy chips in. “My little birdy friends have told me how the castle had blinded them a couple of times, and if it shines any brighter, they could really get hurt.”

“Reminds me of a certain mare we know.” Rainbow added turning towards Twilight who blushed in response.

“Don’t start Rainbow.” Twilight shot back. A groaned soon followed from behind the girls.

“Ah girls” Spike called from the entrance, still carrying all of Rarity’s traveling bags as he crawls to the entrance “I know you must be tired and all but could somepony please give me a hand here?”

“I still don’t understand why you insist on carrying 12 bags to a meeting Rarity?” Dash questioned the white unicorn with a roll of the eyes.

“Oh Rainbow, how many times do I have to tell you, a mare has to always be prepared for…”

“Girls…”Spike called out, much louder this time.

“…the end of the world? Yeah still think you go overboard if that’s the case.” Dash interrupted which Rarity pretended to ignore.

“To any event possible, and due to none of you taking it seriously, it falls on to me to do just that.” Rarity argues back; none of them paying attention to the poor dragon.

“Girls!” He finally yells and AJ approached him.

“Here partner let me help you with that.” The kind farm mare said, grabbing some of the bags and setting them down next to Rarity.

“Thanks” Spike said, massaging his sore muscles. “So what are we going to do for the party?” He asked with excitement as he took his seat next to Twilight’s.

“Well, since it’s only a small get together,” Pinkie said before dropping a huge folder in the middle of the table which shot confetti the moment she opened it. “And as thanks for cleaning, what do you say if we make them an ironic party and make the theme being ‘be dirty’?” She said with a sly smile.

“Be dirty?” Spike asked confused. “So is this gonna be one of those ‘Grown up mare talks?’”

“Oh relax Spike.” Rainbow Dash said as she got behind him. “You can stay, and maybe suggest where could we buy a erotic cake with a cock on it.” She added. Spike face flushed red at RD’s comment.

“W…what?” He finally managed to stutter in surprise.

“What is the matter peanut? Too much for you to handle?”

“Hey! I’m an adult now.”

“Try to prove it then.”

“Rainbow Dash!” Twilight shouted, making both her and Spike stare at the Angry alicorn. “You’re clearly making Spike uncomfortable.”

“Sorry Twilight but you have to admit it’s for his own good.” She said putting her arms over his shoulders. “This is a personal matter after all, if he can’t handle a little teasing now, how do you expect him to handle the party itself, with the whip cream, the cakes, the dirty piñata…”

“Rainbow what kind of party where you thinking about?” AJ asked confused.

“What?, Aren’t we all grown up mares? But fine I’ll stop with the teasing, if that is what you want.” Dash then turned to the girls. “Now let's talk about strippers.”

“Ok that it! I’m out,” Spike stated in anger as he marched out of the door.

“Spike, wait!” Twilight called for him.

“Yeah Spike we can call female strippers too.” Pinkie added. “I know a few that would love to take care of you despite being small.”

“Pinkie!” Twilight yelled at her. Rainbow Dash just laughed her flank off at the ordeal.

“Are you proud of yourself Rainbow Dash?” Rarity asked, glaring at the brash pegasus.

“Not my fault that works every time.” She added, still laughing her flank off.

“Spike may be 20, but I think he’s tired of all of the teasing as well as being treated like a little colt all of the time.” Fluttershy added.

“And what ya just said and did, seemed to only make things worse.” Applejack added, joining in.

She only shrugged “Eh whatever, the little guys know that I love him, and I only wanted to make him stronger.”

Twilight sighed and sat again on her chair “You’re still going to apologize to him once he calms down.”

“Oh come on Twilight, can’t I just flash him as an apology?”

“Rainbow Dash!”

“Kidding, kidding I’ll talk with the little guy. ‘Then I would flash him so he can’t stay mad at me.’” Dash muttered the last part to herself with a sly smile, and Pinkie decided to resume the conversation “So do we continue?”

-Spike’s POV-

‘Damn it Rainbow Dash.’ I thought to myself as I continued to walk to my room. Everyday it’s something new she always has to poke fun at me for. But It’s not just her who does it. As I was walking down the hallway towards my room, I made a quick stop to the bathroom and I looked into the large mirror.

“Why do dragons have to age so slowly?” I asked myself, staring at my 4ft. 11in. frame. As the years went by I went from the size of a small foal to the size of an adolescent colt. As for my friends, they constantly towered over me.

Before Twilight was a princess when she and I had first arrived in town, she had barely been bigger than Rainbow Dash. After her ascension, she had now turned into a busty bombshell of a princess whose breasts were close to rivaling both Applejack and Pinkie Pie. Her height had even increased to Applejack’s height. It did cause problems with some stallions constantly gawking at her HH-cup breasts as she walked through town, but she had friends as well as family to help deal with that problem. It really didn't help with my situation as I still remembered when I had gone to the bathroom one time, only to find Twilight stepping out of the bathroom after a shower without wearing a towel. Ironic since afterwards she told me that the reason she left was because she had forgotten said towel and thought that I was still asleep. Boy I wish I had been, because that day not only did I see her naked body up close in full form, but i also discovered that her ‘carpet’ matched her face. Obviously I ran back to my room as fast as I could while Twilight did the same on the opposite direction. I’ve known Twilight for years, and it’s still hard for me to look her directly in the eye after that day.

Next was Starlight. Ever since she was living with me and Twilight, she had actually been really fun to be around. Despite her troubled past, she had actually been given a second chance. She actually grew on the girls as well as me since she was living with me and Twilight. Unfortunately, it had gotten awkward between us a few months later when she was working on a spell that could make anypony invisible, or it was some teleportation spell, I really can’t remember now, and frankly I doubt that I care at this point. The point is, it had gone very wrong very fast as it only affected all of her clothes. I only went to get the dirty laundry out of her room and I couldn’t have chosen the worst possible time to walk in on her. She heard the door open, and only found me gawking at her body as her EE-cup breasts and well toned flank were on full display. I remembered blacking out after that, but when I came to, I was in my bed with Twilight and Starlight standing over me with relief. I later found out that Starlight had screamed and covered herself in shock as she blasted me in the face with her magic, and that I had hit my head on the back of the wall. She did apologize, but she wasn’t the only one who had to say sorry, since I should’ve knocked on her door first before entering. All I know was that it was hard for us to try and talk to each other after that.

Rainbow Dash was up next. I don’t know why she always found pleasure in teasing me, but she sure did get a kick out of it. I remembered when I had been helping Rarity with finding more gems for her dresses, I had accidentally dropped a ruby that fell into some bushes. I had gone to go pick it up but I heard what sounded like water from below me. I moved some of the bushes and my face turned red when I saw Rainbow Dash skinny dipping in a secret pond. When I had first met her, she had always seemed to be flat chested compared to the rest of our friends, but she was actually sporting a pair of DDD cup breasts under magical sports bras and shorts. She was always the most athletic of our friends as well, but I think she had caught onto me peeping on her by mistake, since she would always tease me with her toned ass or whenever we were alone, she would flash me her breasts making me bleed out of my nose.

Applejack was the next mare I thought about. The 7ft 6in. tall amazon was always the honest farm worker at Sweet Apple Acres. She sported some muscle on her as well. She was actually really fun to talk to and I really enjoyed her pies whenever I do work on the farm if they ever needed help. One hot summer day, Applejack had been out on the field and tried to refresh herself by tying up her work shirt, and not wear a bra. Apparently when she’s alone on the field, she always does this. The problem was that it was a white shirt and I hadn’t thought she would sweat so much. When I had gone to the farm to buy some apple pies, Applejack showed me her melons by accident. She looked at me and said hello, but from her massive II-cup breasts being in my face I scrambled away and took off running. She was at first confused, but her brother Big Mac said to her that she had been showing her merchandise to one of her clients. She later apologized after that, but It was still hard for me not to get that image out of my head.

Pinkie Pie was next and sometimes it’s still hard for me to understand her. One time I had walked into Sugarcube Corner when I didn’t realize that it was closed after a party the day before, and I had found her cleaning up the place. Her cleaning up wasn't the problem. It was how she was dressed that had bothered me. She had headphone in her ears so she didn’t even hear the bell go off, but she was topless while wearing only short shorts as she was cleaning up the store. My brain shut down on me and I ended up passing out on the floor. Pinkie later took me up to her room where I woke up to find that she was still not wearing a top. It’s as if she has no shame in showing off. Something I confirmed when she caught me staring, but instead of covering herself, slapping me, or even blushing, she simple giggled and asked if I liked her II-cup breasts, and even invited me to touch one telling me that and these were her words ‘They make a boink sound when she squeezes them and shoot some milk’, needless to say I passed out on the bed again. I still don’t know how she always maintains such an hourglass figure with all the sweets she eats.

Fluttershy was up next. I was amazed at how meek she seemed, yet her chest was huge compared to most mares I’ve met in town; Easily a JJ-cup. What I never understood was how she can fly with all that weight on her chest, and how average her wings were. I still remember the time with what I feel was the most awkward I had with the girls, as I had found out that she’s a nudist in her own home. I had walked in her house when she was taking care of animals, and I immediately ran back out when her chest was directly in my face. It also didn’t help that one time when she tried to apologize and accidently fell on top of me, practically smothering me in those massive flesh orbs.

Next was Trixie Lulamoon. I think she has it as bad as RD when it comes to teasing me. She was as well endowed as Rarity. One time she needed my help when she was doing a rare stage trick that was extremely dangerous, even with me helping her. The escape trick involved a stretch coat and chains as she then attempted to escape, but sadly, it got stuck on the inside of the box she was trapped in. She had to rip off her cloths as well as her bra and panties leaving her completely naked after I opened the box. I passed out that day, and I was lucky Trixie and I were in the castle because when I came to, Trixie was in her robe, and she, Starlight, and Twilight were standing over me with worried looks on their faces.

Rarity was the last to enter my thoughts. She was the most beautiful mare I’ve ever met in my life. Ever since I had first laid eyes on Rarity I’ve never stopped thinking about her. Her elegantly styled mane and tail, her ivory white coat, and her well endowed chest. I also found out a really dark secret from Rarity; she’s into cosplay. She would have me join her and ask me what outfits she looked good in. I doubt there wasn’t a scrap of clothing she wouldn’t be good in. One day though, Rarity hurt herself when I was at her place. Her sister Sweetie Belle and Scootaloo were at Apple Bloom's place at the time, and since I was the only one alone at the time, she had called for me to come upstairs. I had opened the door to find out that Rarity was on the floor and her arm was dislocated, and she was in a pink slutty nurse outfit. Problem was that she only had on the skirt part on with the pink stocking gloves and shoes. She was topless when I went to check on her. She wasn’t even wearing a bra, allowing her FF cup breasts to be seen. It was awkward for me since I had to relocate her arm while she was topless, but I could’ve sworn I had heard a moan after the scream when I had relocated her arm. Rarity did thank me for helping her and she had even sweetened the deal by giving me an envelope with her more risky pictures in compromising positions as a way of thanks. I still have them hidden in a secret compartment in my room that nopony knows about.

I suddenly felt my pants get tight. I looked down to find out that my boner had started to show through my pants. I blushed from this, shook my head, and tried to think of something to clear my head. Problem was, I remembered how much Rainbow Dash teased me, making me even more depressed. Can’t believe I got a boner from those memories like that. I was 14 at the time when I first came to Ponyville, and it’s been seven years since I’ve been living with the girls. Now I’m 21, but I still looked like a little kid. Realizing I needed to clear my head, I stepped off the stool in the bathroom and walk to my room where I could read my new set of Power Pony comics that I had picked up in Ponysylvania.

“Maybe reading will clear my head.” I said to myself as I opened the door. ‘Maybe even pull a prank on Rainbow Dash later for all the teasing.’ I thought to myself as I entered my room to find that there wasn't a single speck of dust around. The floor was vacuumed, the bed was made, Trixie’s hat and my comic were on the bed-!!

“Wait, what?” I looked on the bed before looking around with some hint of fear. “Trixie? Are you there? If this is some kind of prank, I’m really not in the mood for it right now.” When I didn’t hear a response I slowly laid on the bed and tried to calm down.

‘Maybe... maybe she just left her hat here. Yeah Trixie can be a real pig sometimes so it would not be much of a surprise for her to leave it.’

I finished convincing myself that it was all in my head and decided to pick up my comic to start reading.

‘Ok lets see, oh yeah this one was one very good fight.’ I smile as I turned the page and read on in my mind until one sentence product of a thought bubble of Mare Do Well caught my attention.

Maybe this is one of Twilight’s tests, wait what? I sat up on the bed from the surprise and continued reading, getting confused as to why two of my favorites heroines acted like they had forgotten how to fight or even who they were, until they were capture by Mane-iac.

Wait a minute, that is nothing close to how the comic book goes, I know that I read this at least five times, how can it have changed so, oh no.

My eyes widened in realization as everything clicked in my head all at once and i looked at Trixie’s hat once more.

“I gotta get the others.”

-Maproom-

“So what does Starlight and Trixie like?” Pinkie asked flipping through her calendar.

“You mean besides a mirror and a book?” Dash quickly remarked.

“Rainbow Dash!” Twilight shouted.

“She does have a point though.” Applejack told her.

“Maybe we can give them something that would represent the both of them.” Fluttershy said in response.

“And I think I know what can that be.” Pinkie said before turning to Twilight “Say Twily do you think princess Celestia would let us borrow a couple of her ancient powerful books from her personal library?”

“I think I can speak for my student and Trixie, when I say that’s not a good idea.”

“Aww, but why?”

“Pinkie there is a reason those books are not open to the public.” Rarity told them.

“Ok new plan; reverse gravity party. You heard the expression of the roof? What if the party IS on the roof?”

“Y’all tryin to make us fall off and hurt ourselves?” Before Pinkie could answer Applejack’s question, Spike burst through the door of the map room.

“GIRLS! We’ve got a problem!”

“What is the matter Spike?” Twilight asked in concern “Princess Celestia send a letter?”

“Did another Bearbug reach the town?” Fluttershy asked.

“Are Chrysalis and her changelings invading? Please tell me that changelings are invading?” Dash asked with excitement.

“It's my comic book.” Spike finally told them.

“You’re comic Spike, really?” RD said with a groan. “You said we had trouble.”

“I can always buy you a new one Spike.” Twilight said as she walked over to him. “Did you rip it or something?”

“No you don’t get it. Girls please tell me that any of you have seen Trixie or Starlight since we arrive?”

They all looked at one another before looking at Spike “We haven’t left this room all day Spike,” Fluttershy told the dragon.

“That’s what I was afraid of, girls look at this.” He went and placed the comic book in the center of the table. “Look what Mare-Do-Well and Dazzling Mage do.” Spike explains as he shows the girls toe comic. He explained how the creator had heard about Mare-Do-Well in Ponyville, and he had made her into a different character with a more darker backstory. Mare-Do-Well’s parents were killed when she was a child so she vowed to stop all criminals where no one would suffer the same fate she did. She used her family’s wealth to create Mare-do-Well and became the caped crime fighter she is now. For Dazzling Mage, she gained her powers from a lab accident where she worked. A few chemicals followed by an explosion, she somehow miraculously survived and found out she had the ability to cast illusions and fire energy blasts. Spike then turned to the page where Mare-Do-Well and Dazzling mage were captured.

“Kay Spike we read your comic,” Rainbow Dash said in a unamused tone, not seeming to get the implication. “So what makes you think that Trixie and Starlight have gone into the book the same way we did?” That was when Spike took Trixie’s hat from behind his back that was in his room. The girls gasped and Rarity was the first to step up.

“Darling isn’t that--”

“Trixie’s hat.” Spike answered for Rarity. “She never leaves this just lying around.”

“He’s right.” Twilight added, looking at the map first then back at the comic. “How did you find out?”

“I read this book at least five times, so when I saw them getting captured, I knew something was wrong.” Spike said. “We gotta go help them.”

“He’s right.” Fluttershy added.

“Can’t Twilight just zap them out of the comic book?” AJ suggested.

“I wish it was that easy Applejack, but they’re now a part of the story. If I force them out of the book, the villains would appear too. We need to go to the end of the story before doing something.”

“Oh so that means that we are going to be the power ponies once more?” Pinkie said with excitement “This is perfect, we could even have a party inside the comic book!”

“Hehe, looks like it’s the return of Humdrum for you Spike.” Dash teased him a little, causing the drake to glare at her.

“Rainbow Dash don’t be rude to Spike.” Rarity defended him before whispering into his ears “If you ask me, you look dazzling in your Humdrum costume.”

“Listen girls, if we do this we need to be careful. Last time we were captured and almost defeated because we didn’t even know how our powers work.” She then turned to Spike “This time we will not make that mistake. Spike can you give us a recap of what will be our powers inside the comic?”

“Sure.” Spike nodded. “Fluttershy is the Saddle Rager, a mare that can get incredible huge and strong when angry, Pinkie is Filli-Second, the fastest…”

“SECOND Fastest thank you very much.” Dash interrupted him.

“Ok…yeah, the second fastest mare alive. You are Zapp, a pegasus with the power of summoning the storm, Applejack is Mistress Marevelous an amazon pony from a warrior race of mares with a lasso that force anyone that is wrap it on it to tell the truth, Rarity is-”

“Radiance, the most fashionable and gorgeous of the group.” Rarity told earning a confused look from everyone. “What? Sweetie Bell reads them too, sometimes she ask me to read it to her as bedtime stories.” She defended herself before turning to Spike. “Don’t worry about mine Spike I know her powers.” She said with a wink making Spike blush lightly since he knows the real reason she knows.

“And finally you Twilight you will be Masked Matter Horn, an alicorn with heat vision, super strength and laser horn.”

“Ok, everyone remember what their super powers are?” The alicorn asked the 5 ponies and dragon.

“I think so.” Fluttershy said with a smile.

“Uh-huh.” Pinkie said.

“You bet.” AJ told them.

“Certainly.” Rarity confirmed her.

“Hard to forget them.” Dash said with a shrug.

“Yeah,” Spike said in a depressed tone, which the mares seemed to ignore.

“Good, remember them.” Twilight said, starting her horn. “I’ll send us there right away, any minute here is a minute where Trixie and Starlight might be in danger.” Twilight soon channeled her magic on the comic after she placed it in the center of the map. The comic started to glow, and before the girls knew it, they vanished from the room without a trace.

Turn For The Worst

-Maretropolis-

On a random rooftop, a bright flash of light appeared and seven individuals stumbled on the roof of the building, groaning from the rough landing and slightly disoriented. The mane Six and Spike arrived back into Maretropolis in their superhero costumes.

“Everypony okay?” Twilight asked, still dazed. A plethora of groans could be heard behind her.

“Couldn’t ya have dropped us in a pillow factory or something’?” AJ complained as she rise up and dust herself.

“We’re ok, Twilight.” Fluttershy said eventually.

“Some even more than others.” Dash said with a sarcastic remark as she noticed Spike was lying directly underneath her, giving him a front row view of her rack. “Enjoying the view peanut?” She teased. Spike started to flail around under Rainbow Dash trying to get up. His muffled screams barely being audible.

“Rainbow Dash!” Rarity called out. “You’re smothering him.”

“What? All I did was fall, it’s not my fault that Spike just so happened to be underneath me.”

“Could you please get off of him?” Twilight asked. Rainbow Dash just shrugged and got up. Spike’s face was beet red as he scrambled to get up. He then turned to a cackling Rainbow Dash with an angry glare on his face.

“You did that on purpose!” He called out.

“Oh don’t be such a baby? Admit it, you enjoyed it.” She said as she noticed her outfit and decided to inspect it. “Nice, I had forgotten how cosy this suit feels like, almost like we are not wearing anything.” She loudly proclaimed before giving Fluttershy a slap on her rear, making her epp and jump and latch onto Spike, hugging him out of instinct and make him remember the feeling of her heavenly bosom on his face.

“Rainbow!” Fluttershy called her out. “I already told you to stop doing that.” She said, still holding onto Spike.

“I think we really filled out the last time we were here.” Rarity pointed out from how tight her suit felt. Pinkie Pie was bouncing around in her jumpsuit.

“Wow, Rainbow Dash has a point though.”

“What about you Spike?” Rainbow Dash asked him with a sly smirk. “Feeling a little tight down below?” She got close to the blushing dragon.

“Girls.” Twilight called out and all eyes were on her. “Let’s not forget why we’re here. We need to find out where Trixie and Starlight were taken.”

“She’s right.” Spike added.

“And stop with the teasing.” AJ warned Dash as they walked forward

“Fine, you spoil sport.” She said following the rest.

“Ok Spike, you know the story, so what happens next?” Twilight asked getting used to her new powers again. Spike was still blushing when twilight’s breasts were hovering in his face. If Dash’s prank wasn’t enough, the fact that their costumes looked to be just a size short and made of spandex was definitely setting him off.

Did the Power Ponies always have outfits that tight? Spike asked in his head as he noticed that their disguises somehow not only left little to imagination, it almost replaced it with an even dirtier image. One that the poor dragon was finding very hypnotic.

“Spike!” Twilight exclaimed, snapping her fingers in his face.

“Huh, what?”

“I was asking you what we have to do.” She said, placing her hands on her hips.

“Sorry. We first have to go to the alleyway where Starlight and Trixie were captured. Mane-iac and her goons might have left some clues for us to follow, she is not exactly subtle.” Spike remarked.

Rarity meanwhile shivered as they reached the alley and tiptoed her way in “A smelly, dirty alley, why do villains always choose these kinds of places? Would it kill them to kidnap ponies on a fashion pasarela or inside a spa?”

“Oh quit your complaining Rarity.” AJ said in response. “Our friends were kidnapped by supervillains, so like it or not, no matter how dirty, we’ve gotta help them.

Rarity sighed and jumped a bit when a rat passed by her. “Spike please tell me that this issue at least does not involve us looking through the garbage.”

“Don’t worry Rarity, Mane-iac wouldn’t do anything with that, it's simply not her…” Spike stopped mid sentence as he sniffed the air. “Girls, do you smell that?”

“Smell what darling?” Rarity asked. Spike sniffed the air again.

Dash and Rarity sniffed the air as well only to be forced to cover their muzzles “The only thing I smell is dirty diapers and other things that I don’t want to know what they are.”

“Not exactly the best place to be sniffing around darling.” Rarity commented.

“No, not this place, it smells like… lemon lime shampoo…” He added. He then turned to where the smell was coming from, and the girls followed him. “It’s coming from over there.” Spike said, pointing down towards a back alley.

“Spike this is not time for cosmetic shopping!” Dash called out.

“No Dash, it's the shampoo. Mane-iac is doomed to always smell like that. That’s the only reason this alley smells like shampoo, she was here, and she left not too long ago.”

“How can you smell that?” Applejack asked in surprise.

“Dragons have a better sense of smelling than ponies.” Spike remarked with pride.

“So, if we follow the smell, we can find her?” Fluttershy asked.

“Knowing Mane-iac, she can be pretty sneaky.” Spike added. “I’d suggest we go down to the alleyway and at least find some clues. Maybe we can find something to tell us where she was heading.”

“What about the comic? You know what happens next right?” Rarity asked him.

“I used to, but Starlight and Trixie changed the story, the rest of the pages are blank until we finish it.” He said in alarm as they continued to run and turned left. “The smell is stronger this way, we are getting closer.”

“Alright, I’ve been itching for some action.” Dash said with excitement as she flew ahead.

Pinkie giggled and looked at Rainbow Dash. “Dashie, I told you that itch can go away with just some aloe lotion.” She said clearly not getting Dash to remark.

“Can we just focus on what clues we have to find while we’re down here?”

“Um girls?” Fluttershy tried to speak up, but was overshadowed as the girls started to argue on what they needed to do.

“How many times do we have to tell you Dash? Frontal attack doesn’t work.” Applejack countered.

“Says you. I’ve been practicing AJ.” RD remarked.

“Girls.” Fluttershy repeated, this time raising her voice a bit.

“Applejack’s right Rainbow Dash. We don’t want to repeat the incident from last time.” Twilight explained. “This time we use the element of surprise, so you think you can summon some depth fog so we can used it as cover?”

“It would be strange for a fog to be out on a clear night Twilight.” Rarity added. “Wouldn’t the villains know something was wrong?”

“GIRLS!” Fluttershy finally shouted, making everyone look her way. She eeped and hid behind her mane. “I...found a clue…” She said, holding out a piece a paper and knife in her hand.

“Who does that belong to?” Pinkie asked.

“That’s one of Shadowmane’s daggers.” Spike said, making the girls turn towards him. “She’s a new enemy that the Power Ponies faced a while back. She’s like a hired assassin, and highly skilled in martial arts and ninjutsu.”

“Great.” Rainbow Dash said, clenching her fists and punching the air. “Means another punching bag for me.”

“Don’t underestimate her.” Spike added. “She's a mare that won’t hesitate to kill who gets in her way.”

“Then what does the note say?” Rarity asked.

“A ransom note? Classic villains move. If they took civilians, usually they ask money, but for superheroes they’re often instructions.” Spike telled as Dash raised an eyebrow.

“You really shouldn’t read so much comics dude.” Rainbow told the drake, who looked back with a frown and unamused eyes.

“This coming from the mare who reads all of Daring Do’s books and gushes about all of her adventures.” The drake remarked back to the speedy pegasus, who's face heated up.

“Hey, at least I'm actually reading books, those comics you read don’t qualify as reading material.” Rainbow Dash countered back, glaring at the dragon. He still seemed to be unamused.

“Really, because I seem to recall Twilight telling me that you once said, ‘reading’s for eggheads.’” The drake retorted back, making the mare's face heat up even more.

“... Shut up Spike.” Rainbow Dash murmured, looking away from the purple dragon.

“So this is a summoning?” Twilight asked, inspecting the letter.

“Most likely. She had her eyes on the power ponies for a while now.” Spike added. He took the note and read it.

We have Dazzling Mage and Mare-Do-Well in our grasp. If you want to come save them, then come to the abandoned factory alone.

“The abandoned factory? That's just outside of the city.” Spike said.

“Oh, do you think they have another giant hair spray?” Pinkie asked, remembering their last adventure.

“Maybe, but that place had been abandoned for years.” He began. “It was suppose to be scheduled for demolition by the city's mayor.”

“What do you thing they plan to do?” Fluttershy began questioning.

“Not sure Fluttershy. But Twilight is right about one thing,” Spike said, turning to her. “We do have the element of surprise on our side.”

“Then what’re we waiting for?” Twilight said in a uplifting tone. “We got two of our friends to rescue.” Everyone else cheered at Twilight's uplifting speech. Rarity made a barrier and Rainbow Dash made a floating thunder cloud and placed it under the barrier and they went in the direction that Spike had pointed out. What the group was unaware of was that a certain mare had been watching them from the shadows. When the power ponies had disappeared from sight, the figure stepped out of the shadows to reveal itself as Shadowmane. She then pressed two fingers on her ear.

“They took the bait,” Shadowmane said over a microphone. “and the dagger as well.”

“Great” The voice of Highheels answered. “Tail them and ensure that they don’t try anything funny.”

“Understood.” Shadowmane added, as she threw a smoke bomb on the ground and she disappeared into the night.

-Abandoned Factory-

After a short flight, the seven heroes reached the entrance of the abandon factory using a cloud as cover, while approaching the structure until they reached the front door.

“What do you see?” Twilight asked turning to Pinkie. Pinkie then zipped around the building and three seconds later, came back to the girls.

“This abandoned factory doesn’t look so abandoned anymore.” She said. “Look’s like recent activity. There’s at least twenty guards around and some large tanker inside with some strange chemicals.”

“What could these fiends be planning?” Rarity questioned in a worried tone.

“They’re planning on making super soldiers.” Spike said and the girls turned to him.

“What do you mean?” Applejack asks.

“Mane-iac teamed up with High heel and Shadowmane as I've said before, and her goal was to create a super soldier hairspray that she was going to spray across Maretropolis.”

“That meanie pants.” Pinkie said in a dark tone.

“Then we have to stop her.” Twilight explained. Everyone put their backs against the wall and Twilight looked at her friends “Everyone ready?” The moment they all nodded she put her hand on the handle. “On 3 we launch the cloud and then rush in.” She counted down and then they entered, blinding the guards while using the fog as cover.

The effect is what they were hoping for and all the goons are soon blinded and taken down by surprise one by one, until they started to return fire at all directions.

“Rarity!” Twilight asked her to give them cover. Rarity created a barrier to shield them from oncoming bullets aimed at the heroines. Fluttershy soon grabbed Spike and got behind Rarity “Don’t worry Spike we will keep you safe.” Fluttershy told him with a big smile.

Soon Twilight and Applejack freezed or lassoed the goons that were closer to their friends as Dash zapped any enemy that Pinkie expertly threw at her. With all twenty guards down, the girls looked around the factory for their missing teammates.

“Twilight.” Rarity called her and then pointed to the last goons remaining that have spotted them with the air clearing. “They have a bazooka!” She pointed at the goons pointing bazookas at them.

“On it.” Pinkie told them as she dashed forward and tackled them, but not before two shot their missiles.

Rainbow caught one with a lighting bolt and the remaining one headed straight to Rarity. Fluttershy saw it and got big, catching the missile and tossed it into the air where it exploded.

“Wahoo! Great teamwork girls, we did it!” Dash said in happiness.

“We still need to find Starlight and Trixie.” Spikes told them.

“Oh that isn’t necessary, they’re over there.” Pinkie pointed to another room with a black door.

“Good work Pinkie” Twilight told her as they all approached the room. Spike was starting to get uneasy.

“Does anyone here feel like this is getting a little too easy?” Spike said with some concern.

“Oh would you just relax? We are just that awesome, that’s why those guys didn’t stand a chance.” Dash told him.

They entered the room and found Trixie and Starlight tied up to a chair with clown face painted on them.“What is up with the clown makeup?” Applejack asked.

“Its Mane-iac, nothing she does makes sense.” Spikes told her as he and Twilight went to release the girls. He worked on Trixie as Twilight snapped her fingers to wake up Starlight.

“Hey, wake up.” Spike said, waking up Trixie.

“Come on Starlight.” Twilight said in a worried tone. After about ten to fifteen seconds, Starlight and Trixie opened their eyes.

“Huh, wha?” Starlight groaned. Her eyes slowly adjusted to see Twilight “Ah who are you?” She asked confused.

“Its me Twilight.” Twilight said removing her mask to show her her face. She put it back on shortly after.

“The great and powerful Trixie demands to know, why are you wearing a mask Spike?” She asked confused.

“We’re here to rescue you girls and stop the Mane-iac.” He explained. “Basically she teamed up wtih High heel and Shadowmane and are trying to take over maretropolis.”

Once Starlight heard that name her eyes widen in surprise “Girls! Get out now! This is a trap!” she yelled but it was too late. A secret compartment in the knife Spike took with him sprayed a gas inside the room. The girls started coughing and struggled to stay awake. One by one each mare fell as did Spike. Twilight was the last to fall over but before she lost consciousness, she heard Mane-iac laugh as her tendril mane appeared from the window and she jumped inside with a gas mask on. “Sweet dream, Power Ponies.” She told them before Twilight blacked out.

-later-

Twilight slowly opened her eyes only to discover herself being tied up and wearing a suppressing ring on her horn, preventing her from using any of her powers

“W…what is going on?” Twilight asked, sitting up as the rest of her friends slowly started to wake up as well.

“Oh you are finally awake.” A voice called from outside the cage. “I wouldn’t like for any of you to miss the fun.”

“W...who’s there?” Twilight called out.

“Oh it hurts how you don’t remember your archenemy.” The figure in the shadows slowly stepped out of the dark. “It's me, The Mane-iac.”

“You,” Twilight said while glaring at her foe, as well as trying to break free from her restrain.

“Release us at once, you nasty ruffian!” Rarity called out in rage.

“My, my Radiance, is that any way to talk with your host?” She jested as they tried to struggle free.

“We finally have you right where we want you.” High Heels called out as she stepped from behind the Mane-iac. From behind her, Shadowmane also appeared.

“This is going to be our prized moment when we finally defeat you, Power Ponies.” High Heels quipped with a snicker.

“Just you wait! Mane-bitch! Once I get out of this things I will beat your face flat!” Dash called out.

“Ah girls, where are Humdrum and Mare-Do-Well?” Fluttershy asked and for the answer, the villains revealed said friends to them, bound in Mane-iac’s mane.

“I hope this answers your question, Saddle Rager.”

“Spike!” Applejack called before turning to the villains. “Ok you freaks you got us, but let S…I mean Humdrum and Mare-Do-Well alone! He is not a threat to you.”

“Yeah he has no power, isn’t smart, and he is the cute little sidekick. Please at least spare him.” Dash continued.

“Geez thanks Zapp.” Spike said with some anger “May I remind you who save all of you the first time?” He asked, to which Mane-iac dragged him to be right in front of her.

“Oh I know.” She then started to squeeze the life out of him. “You're certainly a pest I still need to take care of.” She said with a glare “And THAT is why he stays right here.” She said, pressing Spike against her chest and started to pet him. “We have a score to settle.”

Spike’s nose started to bleed a little since his face was now being smushed against Mane-Iac’s bosom.

This is the god's working isn’t it? Spike asked to himself as he tried to look away from his position. Please if this is the job of some divine being controlling the universe, either kill me now or stop with the teasing. He begged as Mane-iac continued her dialogue.

“As for her.” Mane-iac turned her attention to Mare-Do-Well. “I have enough vigilantes to mess my mane as it is.” She said casually tossing her around like she was a rag doll before catching her again “The last thing I want is another filly pulling my tail, so i had better deal with you before you start to become a pain in my flank.”

“Let them go you big bully.” Pinkie shouted, struggling in her ropes.

“Oh Fili-Second, it's so funny that you think you have a choice here.” High Heel told her, pinching her cheeks harsh.

“Ouch!” Pinkie said in recoil.

“This is how things will work, you will stay there, and enjoy the show as we will conquer Maretropolis. And if any of you Super Lames try anything funny,” High Heels pointed at the hostages with Mane-iac promptly starting to choke them with her hair. “Did we make our point across?”

“You did…” Twilight said in a disheartened tone. “We’ll do what you ask.”

“Good.” Mane-iac said in a cheerful tone. She let go of Mare-Do-Well and Humdrum’s necks and turned to Shadowmane. “Open the cage, and cut their legs free.” She ordered. Shadowmane walked over, and opened the cage. She brandished her sword and cut the ropes that had their legs bound. Their arms were left bound.

“So what’re we supposed to do?” Fluttershy asked in a worried tone.

“Just follow us. We have something to show you.” Shadowmane said. The Power Ponies complied and walked with the Mane-iac, Shadowmane, and High Heel towards a large tanker with a strange blue liquid inside.

“What is that stuff?” Trixie asked, turning towards the Mane-iac.

“Our secret weapon to defeat you.” High Heels revealed with a sly grin.

“In this tanker is a special formula for super soldiers that we will create when I load this in my large hairspray can.” Mane-iac explained with a cackle. “We plan on spraying it all over the city creating loyal super soldiers that only follow our commands.”

“You monster!” Twilight told her “What is the point of conquer the world that way? Don’t you see? If you strip everyone of their free will they will be nothing more than mindless puppets.”

“Plus all the parties in the world would be become really boring and emotionless.” Pinkie added.

“Silence!” Mane-iac told them. “Constantly you’ve defeated us time after time! Even when we stole your powers, you still managed to defeat us!” She shouted in frustration. “This time, how will you stop us, knowing you will be hurting innocent ponies in the process?”

“That’s where our formula comes in.” High Heels added. “It’s currently in the testing phase.”

“Then why show us any of this if you haven’t tested this stuff yet?” Dash added in confusion.

“Because we never found a suitable test subject,” Mane-iac explained, looking at Hum Drum bound in her mane. The young drake got a nervous expression after Mane-iac’s expression turned sinister. “At least until now.”

They all gasped, and Applejack took a step closer to Mane-iac. “You wouldn’t dare.”

“Would I?” Mane-iac asked honestly as she tossed Spike inside and then laughed maniacally. “I think so!” Spike was suddenly flung in the air off of Mane-iac’s mane. He let out a final scream before he fell into the tanker of the mysterious chemicals.

“Hum Drum!” All of the Power Ponies shouted. Rainbow Dash got pissed and tried to attack Mane-iac only for Shadowmane to knee her in the stomach, knocking the wind out of her. Rainbow Dash let out a grunt and slumped on the floor in pain.

“Zapp!” Twilight called out.

“You whorse!” Trixie shouted and High Heels grabbed her by her neck.

“Sucks to be helpless now doesn't it?” High Heel then squeezed on Trixie’s neck, causing the azure unicorn to start losing breath. “You’ve lost, Power Ponies.” Suddenly, there was a small clank on the floor.

“What’s that thing?” Pinkie said, looking at the ground. Shadowmane looked at what Trixie dropped while High Heel let go of the showmare, letting her drop to the floor in a coughing fit from almost getting choked to death. Shadowmane soon picked up a small bottle with a black liquid inside.

“Wait, isn’t this-?” High Heels said in confusion.

“What is it?” Mane-iac said, walking over to her compatriots. High Heel then handed her the vial that Trixie dropped.

“Dazzling blunder dropped it just now.” High Heels remarked, making Trixie glare at her.

You better hope I don’t get out of these ropes soon, cause I’m gonna kick your flank to timbuktu. She thought with hate in her eyes.

“Wait a minute-- this is my mind control formula.” Mane-iac said, surprising the two.

“What?” High Heel said in response. “But if the formula is here, what did I just pour in the tanker before the Power Ponies got here?” She asked confused.

Right on cue a low growl was heard behind them, coming directly from the tank follow by a claw pressing against it and leaving a long mark before retracting. Suddenly, a large shadow jumped from outside of the tanker, and right behind the three villains. The Power Ponies were shocked as they realized who had jumped out of the tanker, and was nothing but a mere shadow of his former self. No longer a 4 ft. 11 in. dragon, but now an even 9 ft. tall monster stood before the girls. There was almost nothing left of his costume now reduce to pieces of fabric that were fighting a loss battle containing his now ripped body. His scales were much sharper, his eyes were voided white, and he opened his jaw revealing razor sharp teeth that could crush metal in a single bite. Silence reigned until suddenly, a mighty roar was heard with enough force to break the nearby windows.

“…Guards!” High Heels finally yelled with a hint of fear summoning their goons, “Shoot him, now!”

The guards complied and opened fire, drawing the dragon’s attention, who looked at them before using his tail to hit the ground and make a micro earthquake, unbalancing the guards and allowing him to get a good chunk of them knocked out. One of the guards had a rocket launcher in his hand and aimed at Humdrum. The rocket was fired and scored a direct hit.

“I got him.” He shouted. The Power Ponies looked in despair, believing that Spike was dead. But once the smoke cleared, the guards looked ready to pee their pants as they were only staring back into the voided eyes of the angry dragon. He let out a roar and swiped his tail, smacking five guards into the opposite direction. He soon went after the rest of them and took out another five as they tried to shock him with stun rods.

When seeing his destruction capability Mane-iac smiled and looked at the guards. “Change of plan boys, I want Hum Drum alive, switch to the tranquilizers” They nodded and switched their weapons before aiming at Spike only for them to bounce of his hard scale skin.

“Aim for the eyes!” She ordered and they tried to aim as best they could, but Spike was now moving like a wild beasts, making a really difficult target. Some goons that were smart got away in time before a swipe of his claw claimed other unfortunate souls before taking mortars and shot smoke grenades at the beast in hopes of distract him before switching to sleep smoke. Yet that soon turn inefficient when Spike only exhaled and cleared the air, knocking out some of the guards with their own tranquilizers

“Shadowmane... provide cover! High Heel... keep him busy!” Mane-iac instructed them. They used one of her smoke screens to hide before appearing from the second floor and then attacked Spike’s head with their weapons, which did little against his skin. Realizing the danger, both jumped before becoming victims of Spike and regrouped as the abandoned factory imploded in complete open war against the beast Spike.

In all the chaos Mane-iac dropped Mare-Do Well and the girls took her before finding cover, all minus Dash who AJ was forced to drag while she cheered for Spike. “That’s it Spike go get them!”

“That aint the best time for That Rainbow Dash.” Applejack added.

“Are you ok Starlight?” Twilight asked her in concern.

“Yeah I think, a little sore throat but nothing too serious” She said holding her throat before looking at her “Twi…” She tried to say but Twilight stopped her.

“Sorry, but we need to keep our secrets identities here, for now just call me Masked Matter-Horn.”

“I’m Zapp.” Rainbow Dash said.

“I’m Fili-second.” Piknie said in a bubbly tone.

“I’m Radiance.” Rarity told them, striking a pose as best as she could with her hands tied up.

“I’m Mistress Mare-velous.” Applejack soon told them.

“And I’m Saddle Rager.” Fluttershy was the last to speak.

“I know they sound like comic book names…because they are Starlight. I need you to understand and believe me when I tell you this, you and Trixie got sucked into Spike’s comic book, and became characters in it.”

“The great and powerful Trixie demands an explanation.” She asked confused.

“Don’t ask us, this is how this weird magic comic works.” Applejack said with a shrug.

“Probably to make the experience more real.” Pinkie said with a giggle.

“Anyway, you are Mare-Do-Well and Dazzling Mage , and like us you two now have super powers, powers that we can used now.” Twilight said pointing at Starlight belt. “Mare-Do-Well, you have hidden blades in your utility belt. I need you to please use them and set us free.”

Starlight inspected the belt and she indeed found the blade making her sigh. “This is one weird comic book” she said before starting to work on freeing her friends

“What super mare is Trixie?” Trixie asked in an enthusiastic tone.

“You’re the Dazzling Mage.” Twilight said in response.” You have the ability to cast illusions that disorient your enemies blasts.”

“T… I mean Dazzling Mage finds that fitting.” She said with pride.

“Good, because we might need to used it.” Applejack said once Starlight released her and she checked the chaos that was happening. Spike pretty much had managed to take care of the goons and was now aiming at the main villains. Each of the guards around Spike were severely bruised and groaning in agony from the blows they had taken from Spike’s fists.

“We might need to call an ambulance after all this is done. Something tells me that a lot of these ain’t gonna be walkin away from this for a good while.” Applejack said, feeling sorry for their current state.

Twilight looked at it before turning to Fluttershy. “Saddle-Rager, do you think you could subdue him if you get bigger?”

“I…I don’t know Masked, I can only do it if I get angry. The last thing I want is to hurt Spike, besides.” Fluttershy blushed and looked away “This costume is a little small for me now, if I get even bigger it might r…r…rip completely.” She said with embarrassment.

“That is great, if that happen you will only need to press Spike’s head against your knockers and he will be out cold.” Dash told her earning a smack in the back of her head by Applejack. “Hey! I was only saying it always worked and maybe Spike will react the same way even if he is now a monster.”

“I’m not sure if he can anymore…”

Suddenly they all heard a crack noise and looking back they got scared when they discovered that Spike had already dealt with Shadowmane and High Heels, and now had Mane-iac in his claws, who looked to be in extreme pain.

“Oh no! At this rate he’s going to kill them!” Twilight said in alarm.

“Considering what Mane-iac did to him, I'd say he’d have a good reason to do it.” Rainbow Dash said causing everyone to glare at her. “I’m just saying.”

“Maybe, I have something on here that could subdue Spike.” Starlight said as she inspect her belt until she found what looked to be boomerangs in the shape of a large M.

“What’re M shaped boomerangs supposed to do?” Trixie asked in a dull tone.

Twilight looked at them and soon came up with an idea before looking around until she looked at the sprinklers. “Mare-Do-Well quick! Use your mare-do rangs and hit the sprinklers!”

“What’s that suppose to do?” Starlight asked.

“Other than ruin our manes.” Rarity said in response.

“I have an idea, and it involves Zapp.” Twilight said looking back at her. “We need to try and draw his attention.”

“And what about all the goons Masked?” Applejack asked in concern.

“We will put them with us inside the force field, Fili-Second…”

“Already done!” Pinkie said, already having piled all the goons near them.

“Good, then here is the plan the moment the sprinklers are off, Radiance will protect us in her shield while Zapp shoots a lightning bolt at Spike. And we will let the water do the rest.” Twilight finished, and the girls agreed.

“Wait, what is Trixie supposed to do?” The azure unicorn asked in response.

“You’re gonna help me distract Spike long enough for our plan to work.”

“That would suffice.” She nodded. “If possible, Trixie will draw his attention with some illusions too.” She offered.

“That works for us.” Trixie said in praise. That was cut short as they all heard the screams of Mane-iac and the groans of High Heel and Shadowmane. “There is no time! Everypony let's go!” Twilight said as she and Trixie went and confronted Spike, using lasers to get his attention. It grazed his face, and he looked in the direction where the beams came from.

He growled and tried to swipe them with a claw only for Masked to lift Dazzling Mage into the air “Quickly used your powers and make copies.” Twilight told her, and Trixie did just that, making copies so Spike didn't know what to hit. Meanwhile, Pinkie managed to reach his side and spoke in his ear.

“Hey Hum Drum, remember me?” She asked the dragon, only for the latter to try to swat her like a bug only for her to appear on his other side, “It's me Fili-Second.” He tried again only for the same thing to happen.

“Don’t be mad we are all friends.” She continued until he was fed up and released Mane-iac to try to catch her but she was long gone. Meanwhile, Twilight and Trixie would shoot energy beams at Spike, drawing his attention.

He roared once more shaking the place up before clapping his hands with enough force that he made a shockwave, which sent Twilight and Trixie flying. Spike went to them and was about to slash at them when a lasso grabbed his wrist.

“Sorry partner.” Applejack told him while holding the other end of said lasso “But I can’t let you do this, and I’m sure you don't either.” She moved her wrist and tied him up as Dash helped make the binding more stronger and then looked him in the face.

“Just admit it peanut, a part of you would be enjoying this, or would you prefer if the positions were reversed?” She teased him, which only succeeded in making him angrier.

“Zapp! Not the time to be teasing!” Applejack told her, struggling with the lasso.

“Right, Right.” Rainbow Dash said before summoning a snow cloud and making it snow in hopes to force Spike to hibernate but Spike got peeved and broke free, grabbed the lasso and used it to toss Applejack straight at Rainbow Dash. In all the chaos that was happening, Saddle Rager and Fili-second carried the unconscious High Heel and Shadowmane to safety as well as a severely injured Mane-iac. Mare-Do-Well used the opportunity to throw her mare-do-rangs at the sprinkler system, making water rain down on the building.

“Radiance, do your thing.” Twilight told Rarity.

“With pleasure darling.” Rarity stepped in the middle of the group and summoned a shield big enough to protect all her friends, goons and enemies.

“Zapp now!” Twilight told Dash, who tossed Applejack’s flank out of her face and then shot a lightning bolt directly at the sprinklers, creating the expected result. The entire place was electrified, minus the power ponies, villains, and the injured lackeys that were still in Rarity’s barrier. Spike let out a pained roar as he was electrocuted from the water around him that poured into the room.

“Okay, that’s enough.” Twilight told Rainbow Dash, who backed off. Spike fell limp on the ground as Rarity dissipated the barrier. Fluttershy didn’t waste time and went to pick up Spike’s face and nuzzled his cheek. “You poor, poor thing, we will make sure to save you from whatever things those mean mares did to you.” She said closing her eyes and kissing his forehead

Twilight finally sighed and then looked at the injured ones, particularly Mane-iac who Rarity and Applejack are inspecting as well. “How is she?” She asked in concern.

“Not to fancy Twilight.” Applejack told her. “It looks like Spike crush some of her ribs, don’t know if anything major was damaged, but we really should take her to a hospital”

“I doubt any hospital would want to take any super villains.” Rainbow remarked, glaring at them. “I guess we’ll have to go with them and ensure the doctor's safety until they all heal, or maybe ask for a super doctor.”

“Super…doctor?” Rarity asked her with a raise eyebrow in which Dash shrugged.

“What? We are in a comic book world, where mares have living manes and the city is protected by eight mares in spandex, so would it be so weird that there is a doctor or doctors with either super powers or know how to treat super ponies beings?”

“Well, how do we go to those special hospitals?” Rarity asked.

“Simple we ask…S…pike.” Dash said, but kept quiet as she turned to her friend who was still unconscious.

“Ah! Maybe the power ponies base have a map of those hospitals?” Fluttershy suggested

“Yeah! Good idea Fluttershy!” Dash explained. “We would only need to go to base, search for a map and go there so they can receive proper treatment.”

“Ok…then where is the base?” Twilight asked Rarity who shrugged. “I have only read a couple of issues darling, and none of them tells where their base is Twilight, it only says ‘in the base of the power ponies.’” She quoted.

“How about we try the building that’s literally shaped like two p’s in the center of town?” Rainbow Dash bluntly stated, pointing to a large orange building from the factory making the other mares blush in response.

“Okay, let’s do that.”

“What about the goons?” Pinkie said, pointing at the pile “Shouldn’t we call the police or something?”

“Oh! I know this, don’t worry about them darling I have them covered.” Rarity said before going to Mare Do Well. “Excuse me darling I will borrow this real quick.” She told her before taking a flare gun from Starlight belt and then going to a nearby window, to fire a shot. Soon afterwards the sky illuminated and they later heard police sirens. “There, that should take care of the ruffians.” With that taken care of, the power ponies carried the unconscious bodies of Mane-iac, High Heel, and Shadowmane, as they made their getaway.

-Power Ponies HQ-

“Ooo...pretty...” Pinkie dashed up to the monitor and was about to press random buttons when Applejack stopped her. “Pinkie, maybe its best if you don’t press random buttons here. Last thing you want is to launch a missile into a party right?” Pinkie Pie then backed away from the console and back into her seat.

Twilight meanwhile looked around what appeared to be a meeting room. “Keep your eyes open girls, something here might give us a clue into what could help Spike.” She told them before a voice called for them and entered the room.

“Ah Power Ponies, so nice to see you again.” From the front door a zebra mare walked toward them. She wore an open scientist lab coat that show a blue blouse that barely contain her generous GG cup cleavage, black skirt and a pair of black high heels, had a long flowing striped mane and tail style, a cute pair of blue glasses similar to the ones Rarity used, and some black lipstick on her lips.

Pinkie smiled the moment she saw her and rushed to her to give her a hug. “Zecora! It's so good to see you.”

The mare got confused at her outburst and action. “Zecora? Fili-Second what nonsense are you saying?”

Twilight brought Pinkie back and laughed nervously. “Hehe sorry, we just came back from our fight with Mane-iac, and her head is a bit dizzy.”

“My goodness, what kind of head injury did you receive for you to forget your good friend Stripes?” The mare now called Stripes asked in worry while inspecting Pinkie’s head.

“Actually,” Twilight said, pulling the zebra doctor away from Pinkie. “We have a couple of ponies with us that could really use your help.”

“And who would they be, Masked Matter-Horn?” She asked.

Applejack and Rainbow Dash brought Spike and left him on top of the table as Rarity, Fluttershy and Starlight brought Shadowmane, High Heels, and Mane-iac and put them next to Spike as well. “By the stars is that…Hum Drum?” Stripes asked in worry as she lifted his head and opened one of his eyes to look at it closely. “How did this happen, and what happened to these three?” She asked confused as she looked at the injuries that the three villainesses had. “This doesn’t look like something that any of you would do.”

“Mane-iac threw him into a tanker full of unstable chemicals is what happened.” Starlight explained as she took a vial from her utility belt. “Some Super soldier formula that she and the other villains were working on.”

“What happened next, only ended up in a total disaster as he rampaged around the whole factory, injuring the Mane-iac and knocking out High Heel and Shadowmane.” Trixie added.

“I brought a sample of the batch just in case there is a way to cure Humdrum.” Starlight added.

Stripes ‘hmmmm’ed as she inspected the condition of the mares until she stopped at Mane-iac “Oh my... this one has 2, no 6 broken ribs. It's a miracle that none punched any vital organs.”

“Is she going to be ok?” Fluttershy asked in worry.

“Do not fear my friend, I just happen to have a machine that will speed her recovery and will put her bones back in place. It's fortunate that she is already unconscious, otherwise we might have needed to used a tranquilizer.” She then turned to Twilight and Pinkie “Get her into the infirmary and I will go with you as soon as possible.” She then looked at Rarity and Trixie “Radiance and Dazzling mage would you please lock her accomplices in the next room? Their injuries are minor so they don’t need much attention.”

She finally turned to Spike and the vial Starlight had. “As for Hum Drum,” She took the vial. “I will have to perform some tests before knowing anything or how to treat him.” She turned to Applejack and Rainbow Dash again. “Could you both assist me into taking him to my lab?”

“On it.” They said at the same time as Stripes wrote something down on a piece of paper and gave it to Twilight.

“Here are the instructions on how to start the machine. Once you have it ready, call me so I can calibrated it and we can start with Mane-iac’s treatment.”

“Um sure, just one question…” Twilight asked, turning towards the zebra mare.

“Yes?”

“Where is the room with this chamber you’re describing?” She asked innocently while rubbing the back of her head. Stripes got confused at how she was acting.

“I may need to run a diagnostic on all of you to find whatever is affecting your memories once I’m done here.” She said as she walked in the room with Spike. “I’ll let you all know what I find out, and in the meantime, I would like you all to wait in the main hall after you put Mane-iac in the machine. The infirmary is the second door on the left.” She said pointing towards a door that had a medical symbol on the front.

“Thank you.” Twilight said as she carefully carried the Mane-iac towards the chamber. The doors opened automatically and Twilight placed Mane-iac on what she thought was a large bed. The bed suddenly expanded and glass slid in, locking Mane-iac inside.

Pinkie went to what appeared to be a computer and checked Stripes’ instructions before starting the machines. The moment the monitor lit up the mares saw an x-ray of Mane-iac showing her skeleton and the section of her injuries were marked by red dots. Just like Stripes had said, the mare had six broken ribs and some minor injuries mostly on her arms, most likely do to the pressure Spike gave her. “Poor meany mare.” Pinkie said as she watched the radiographic waves monitor her heart beat.

“Let me see those instructions for a second.” Twilight said as Pinkie gave her the piece of paper so Twilight could read it. Once she memorized them, she turned to the keyboard and started to work on it by following a series of instructions and giving the name of the patient. Once done, the mares got a small scare when the machine started, and they saw how the chamber where Mane-iac was started to be filled by one suspicious green liquid, and 2 robotic arms carefully placed a breather on the villain. The liquid eventually filled the chamber, and Mane-iac was left floating inside.

“Now what?” Pinkie asked.

“Now we go to the main hall and wait for Stripes.” Twilight said with a sigh. “Don’t worry Pinkie, according to this, that substance Mane-iac is floating in now would prevent her condition from worsening and get her ready for whatever treatment Stripes has for her.”

“Alright then.” Stripes said as she walked in with a clipboard. “I see you followed the instructions on the machine, good.” She looked at some data in the machine before importing some codes on it, soon after the liquid change color to a dark blue. “There, her healing can start now.”

“How long does she have to stay in there?” Twilight asked.

“For the next twenty four hours.” She said in response. “I just developed the prototype and I haven’t tested it yet.”

“What’s that green stuff inside of the tank she’s in?” Pinkie asked, looking at Mane-iac floating in the green fluid.

“It’s a medicine I developed recently that’s loading in the medical ward. She has to stay perfectly still for it to fully take effect.” Stripes added, adjusting her glasses. “Now I shall tend to Hum Drum, and find out what is in this vial.”

“You think that green liquid would help him to Stripes?” Pinkie asked. “When Hum Drum fell into that tank and turned into that thing, he wasn’t even able to recognize any of us. He was just a mindless beast that only attacked whatever was in his way.” Her eyes started to water a bit. “I’m scared, I don’t want Hum Drum to leave us forever.”

“Don’t worry, Power Ponies.” Professor Stripes said, trying to calm everypony down. “I’ll run some tests in my lab and from there I can learn what we have to do.”

“Thank you Stripes.” Twilight said with a smile as they all watched her enter the other room where Spike was currently lying on a metallic bed, and Professor Stripes sat behind a desk, and started up a nearby computer. After pressing and clicking a few buttons she started up a machine that scans Spike’s body.

“Hang in there buddy will get you out of this.” Rainbow Dash say approaching Spike and getting her hand in the way of Stripes x-rays.

Fluttershy took the opportunity to get closer to him and clean some of the water from the sprinklers, removing some of the cables that Stripes placed on him to scan him.

“Miss Stripes, is there anything, and I mean anything we can do to help don’t hesitate on asking us” Starlight said next to Twilight who nodded in agreement.

“Yeah name it and we will bring it to you.” Pinkie told her, bringing all sort of things “Towels, water, juice, a clipboard, a pillow.” She said, swarming Stripes with objects untill she eventually stopped and got beside Stripes while looking at her machines.

“So what’s this suppose to do?” Stripes suddenly got annoyed, and pushed everyone out of her lab.

“Fili-second. I would appreciate it if you and the rest of the power ponies not breath down my necks while I work.” She then slammed the door behind her and returned to her work station. Everypony looked at Pinkie and she got a nervous smile while everyone was glaring at her. She ran away and then came back with a plate full of muffins. “Apology muffins?”

-Three Hours Later-

The room was silent. Twilight and her friends waited patiently on Professor Stripes for the news on Spikes condition. The mares were worried, but not as much as Twilight was with how she was leaving a circular indentation from her constant pacing.

‘What if she can’t help Spike?’ Twilight thought as she continued to pace around the main hall. ‘What if he stays as a monster forever? What if he can’t be cured?’ Her worries started to get the better of her.

“Geez Twilight, get a grip.” Rainbow Dash said to her friend. She suddenly finds herself flung in the air.

“I CAN'T RAINBOW DASH!” Twilight shouted, startling the rest of the girls in the room. “HOW CAN I RELAX IF WE CAN’T SAVE SPIKE?!”

“Please Twilight, we have to trust Professor Stripes.” Starlight began.

“Yeah Twily, remember this is a comic book, they usually have a cure to solve pretty much any problem. That is how they work” Pinkie said with a smile.

“She is right Twilight. That is usually the way they operate, especially hero ones.” Rarity informed her.

Fluttershy grabbed Twilight and guided her to sit on a nearby chair. “Now why don’t we just sit down, take a deep breath and calm down? Professor Stripes will find the cure and if said cure needed us to search for ingredients we will need our full strength right Twilight?”

Twilight took a deep sigh. “You’re right...I’m sorry everypony. If it comes to that, we’ll do what we can to help Spike.”

“What the hay is taking the Professor so long?” Applejack groaned. “It’s been at least three hours.”

“Why don’t we pay attention to what’s on the news and see what’s going on?”

They all nodded as Pinkie took a remote control and turned on a nearby tv where a reporter that looked a lot like Suri Polomare started talking about their earlier fight. Spike had really done a number on the goons working with Mane-iac, High Heel, and Shadowmane. Most of them had been placed in ICU while others had been checked into mental hospitals.

“…In other news, the number of victims after the fight in the old abandoned factory is yet to be confirm. Witnesses say that the power ponies are indeed responsible for such acts of violence and it’s believed that they unleashed some kind of new monstrous weapon on their enemies. With the result of the battle and the collateral damage of it, this reporter must ask: ‘Did the power ponies snap and decide to take a more permanent solution to crime?’“

“Wait, what?” Dash asked in confusion. “They thought it was us?!”

“Those jerks!” Starlight yelled. “They don’t even know what really happened!”

“Who could possibly make a report about us like that?” Fluttershy asked, sad for that horrible report.

“This is Sugar Latte reporting, back to you Stone Cold.”

“Thank you Sugar.” The image changed and the girls now turned to the news reporter to find that it's Blueblood in a blue blazer and a short mustache. “I always knew those power ponies where nothing but trouble!”

“Of course.” The main six said at the same time with a roll of their eyes.

Rainbow Dash grunted and messed her head “Seriously? Even in another universe that jerk is here?”

“Rainbow, remember it's a comic, someone in our world must have made it…which mean that character is a way to poke fun of the real Blueblood.” Twilight explained.

“Do not listen to that oversized baby, girls.” Stripes told the girls as she entered the room. “If your memories are that bad, at least you should be grateful to know that there is not a single soul in this city that take those two seriously, the most likely explanation for why they are still in the air is because it's kind of funny seeing two grown ponies act like spoiled brats.”

Pinkie giggled at that. “You are right, they are kind of funny.”

Around that time, the sound of a mare shrieking and the sounds of items falling on the floor caught the girl's attention. “What was that?” Rarity asked in concern.

“My assistant may have hurt herself again.” Professor Stripes said in a calm yet worried tone.

“I’ll go with you.” Rarity volunteered.

“Why thank you miss Radiance.” Stripes complimented and both mares left to where the crash was heard. They turned around the corner to find a moving cart and several boxes on the floor. Rarity was about to ask what happened when a manilla hand springs from a pile of boxes and muffled cries could be heard.

“S-somepony help me…” Said a mare's voice from under the mess, waving her hand around.

“Honestly,” Professor Stripes said, grabbing the mare’s hand and pulling her out of the mess. Rarity was surprised to see another familiar face as the mare that stripes pulled from the rubble, resembled Coco Pommel back in their world. She wore a pink blouse and blue shirt under her large lab coat. She also had a pair of glasses on similar to Rarity when she works. Her Lab coat was closed, but Rarity could tell that she was at least a D cup in chest size. “How many times do I have to tell you not to overwork yourself?”

“I’m sorry Professor.” The mare said, dusting herself off.

“It’s alright Calm Breeze.” Stripes spoke in an angelic tone. “Just don’t push yourself so hard.”

“Hello dear,” Rarity told her with a smile “Nice to meet you.”

“Hello Radiance.” Calm said, bowing her head.

“Oh now Breeze, it’s okay.” Rarity said, hugging the stunned mare. “I think we should get back to the others.”

“Oh, the rest of the team is here?” Breeze asks in a worried tone. “Is Mare do Well is here too? Do you think she’s still mad at me for borrowing her Mare Do Mobile?” She asked with some worry.

“Well, I’m not sure what happened exactly, but I don’t think she’s that mad anymore.”

“But I crash it!” She said as they turned the corner where the other mares were waiting for them.

“What happened?” Starlight asked, and Calm freaked out and hid behind Stripes.

“Are you okay?” Fluttershy asked the frightened clerk.

“Please don’t squash me!” She said in fear as she saw Fluttershy approach.

“Wow, what did you tell her Radiance?” Dash asked, confused.

“Everyone meet Calm Breeze, Stripes’ assistant.” Rarity told them, confusing the mare in question.

“Why are you introducing me if you know who I am?”

“They appear to have had a memory relapse Breeze.” Stripes explained. “I’m looking into that later, since right now I’m looking into Hum Drum’s condition.

“A relapse?”

“Yeah... We had a really big battle with Shadowmane, High Heel, and Mane-iac. You don’t need to worry about us, we mostly got out okay,” Twilight said before looking worried, “Its Humdrum the one I’m scared for.”

“Why, what happened?”

“I’ll explain that, dear Breeze.” Stripes said. “During the heat of battle, I’m afraid that dear sweet Humdrums was captured by the enemy and underwent a mutation due to falling into a tank of mysterious chemicals. Currently he’s stable and sedated but at the moment, the substance that affected him has turn him into a monster.”

“Oh my….” Breeze gasped. “Is he alright?”

“He will be when the Power Ponies start his treatment.” She said, turning to the girls. “Now then, I believe you all were waiting for me to bring you good news, am I right?”

“Yes.” Twilight said with hopefully eyes, and Stripes smiled.

“I indeed have good news.” Her smile soon disappeared “But also news that I’m not exactly sure whether to consider bad or neutral.”

“What do you mean?” Starlight asked.

“Well the good news is that Hum Drum’s condition can be cured.”

“Oh, thank the stars.” Twilight said in satisfaction.

“That’s perfect dear Stripes.” Rarity added.

“What’s the bad news?” Starlight asked.

“Well, as I mentioned earlier, I’m not sure if it’s bad news or just neutral.”

“Well, don’t keep us waiting Stripes, what is it?” Trixie asked anxiously for her answer.

“Well…” Stripes paused and her cheeks turn a rose pink. “You may have to use unconventional means to sate his...desires.”

“Desires?” Rarity asked with a raise eyebrow. The rest of the girls were confused as well.

“What do you mean?” Rainbow Dash asked. Stripes then took out the clipboard.

“Well I analyzed the sample that Mare-Do-Well gave me.” She added, flipping through several pages. “Most of the chemicals included performance enhancing drugs, a few cortical hormones, a few dangerous chemicals here and there that cause sudden mutations, and the last ingredient was aphrodisiac.”

“What?” Twilight asked, looking at the clipboard.

“It’s what I said.” Stripes added with a calm look. “The last ingredient was aphrodisiac.”

The room was left in silence at the sound of that until Rainbow Dash started to laugh. “Oh that’s a good one Stripes, you really got me there.” She said, clearing a tear “That’s probably just Hum Drum’s hormones acting up, being a teenager and all.”

“I’m not kidding Zapp.” Professor Stripes explained. “I found traces of Aphrodisiac on the batch Mare-Do-Well gave me. What I don’t understand is why Mane-iac needed aphrodisiac for her serum.”

“I don’t think she will be in a talking mood once she wakes up.” Applejack said looking at the infirmary where Mane-iac was currently. Starlight then turned to Trixie, practically glaring at her.

“Mage…” Starlight asked Trixie, and she started to sweat. “Did you drop an aphrodisiac bottle when we were captured earlier?” Everyone turned to her with mixed expressions.

“I might have…” She said with a nervous giggle. Twilight suddenly put Trixie in a magic bubble and levitated her so they are eye to eye.

“So this is your fault!” Twilight yelled, making the azure unicorn falter and shiver in fear.

“That’s enough Masked!’ Professor Stripes yelled and got between the two. Twilight still had Trixie in her bubble and wasn’t letting go anytime soon. “Getting angry with each other won’t solve anything.”

“Matter-Horn dear, I know you are tense and angry but you shouldn’t lash on your friends.” Rarity said in response.

“Well her stunt was what made Spike this way!” Twilight said. The girls gasped and Twilight suddenly realized what she had said and covered her mouth in response.

“Are you all okay?” Stripes asks, confused. Twilight took a deep breath and turned to the confused professor.

“Professor Stripes, could you please give us a minute?” Twilight asked her while still holding Trixie. She was confused but nodded, and she and her assistance gave them a moment. Once they made sure they were gone, Twilight turned to look at the azure mare with a stern gaze. “I hope you’re happy.” She told her, still upset with Trixie. Trixie was still in her bubble but didn’t say a word.

“Anyway why did you have that thing with you in the first place darling?” Rarity asked, confused for the revelation.

“Trixie was actually going to pull a prank on Spike involving that. The plan was inviting him over one of her new performances and giving him that drink so he could have an extra joy to think at night.” She said with a little snicker. “He is so cute when turn red, Trixie just couldn’t resist.”

“What?” Twilight asked and Trixie turned to her.

AJ could only sigh and shook her head. “All this for just one bad joke, unbelievable.”

“Trixie was just going to mess around with him a little that is all. And for the record, Trixie’s not the one who threw Spike into that tanker full of whatever was in there, so you really can’t blame me for all of this.” She added, crossing her arms under her chest.

“Trixie, do you have any idea how dangerous it is to use that in ‘pranks’?” Twilight said making air quotes. “Spike’s heart could have burst!”

“It was going to be a mild dose, okay?” She said in defense, while holding up her hands.

“Yeah, and because of that dose you are going to find a way to fix this!” Twilight said, glaring at Trixie.

“And how in Celestia's mane are you intending for me to do that once Spike is cured, to invite him on a date?”

“For what you have done, that would be the minimum you should give him.” Starlight said.

“Yeah. Spike could order you around like a dog completely naked for a day, and he will be on his right to do so.” Rainbow Dash added.

“Oh, you will need some lube for that date.” Pinkie added.

“What!? Girls I was joking.” Trixie countered.

“Yeah, not so funny when it's on the other side is it?” Twilight said, dropping Trixie on the floor as she walked back to meet Stripes. Starlight sighed and turned to Trixie. “I’ll talk to her and try to calm her down, but you should really think on what you did Trixie. Fun or not, there is a limit to things.” Starlight said as she chased after her teacher.

“Are you alright?” Stripes asked, her assistant appearing behind her.

“Yes, we’re fine.” Twilight explained. “So what did you mean by unconventional means to cure Spike?”

“Well the mention of aphrodisiac was clearly a foreign element that Mane-iac didn’t want in her formula, so it's actually fighting the other elements inside of it. You could say that in a way, it can give us a fast access to a solution. In this case, we can let the substance simple sweat out of Humdrum, unfortunately it will only happen if his brain produces enough endorphins to react as the chemicals.”

“Uh, could you explain that in english please?” Dash asked.

“In simple terms…Hum Drum has to ‘ahem’ mate with multiple females in order to cure himself.”

“M…m...mate…?” Fluttershy asked, stuttering.

“What!?” The rest of the girls shouted other than Fluttershy, and Twilight, who just stood there, frozen.

“Come on Stripes, don’t you think that is a bit extreme?” Rainbow Dash asked in confusion. “You need him to do the deed, then why don’t we just restrain his hands, get close to him, and I don’t know give him an electric hand job or something? I think we could get him off enough time like that.” Rainbow Dash suggested.

“I’m afraid it will not work. His body is acting like a soldier, so restraining him would only make him aggressive and violent. Even if you gave his...penis….treatment, he would not release until he broke free and ripped your neck open.” Stripes added, turning towards the monitor and showed the Power Ponies a bio-scan of Spike’s vital signs. “If Hum Drum’s anger increases and if he somehow escapes, Maretropolis will be a desolate wasteland and nopony would be able to stop him, not even you. Like it or not, It has to be extracted the old fashioned way for him to be cured.”

“Oh...Celestia…” Rarity gasped as she fell in the nearest chair behind her fanning herself.

“Oh great now we have an unstoppable beast looking for a date.” Rainbow said in anger. “Anyone has the number for monstrous blind dates? Maybe the lady on the lake might want to give him a shot? Or maybe the bride of Equinstein, they never had anything serious right? Plus she came with instruction manuals in case Hum Drum rip her into pieces…or maybe-”

“I’ll do it.” Twilight interrupted Rainbow Dash, making the attention fall on her. Rarity jolted up immediately from her sudden faint.

“Darling, what did you say?” Rarity inquired, thinking that Twilight was crazy.

“I said I will do it.” She said looking at the monitor. “He’s always been there for me for a very long time now. He needs my help once more, and if somepony needed to do this with him, then it should be me.”

“Masked, please don’t take this the wrong way but, have you lost your mind?!” Dash asked in surprise. “You know what he did to those goons back there, right? And you want to put your marehood at risk for that!? Do you have a death wish or something?”

“I assure that Hum Drum would not turn aggressive if we used that method.” Stripes tells the girls. “He appears to understand the situation around him. He attacked in the factory because he was threatened. In here, if we show submission and attraction, he will…well let's say he will be ready to mate.” She said with pink cheeks. “Your life won’t be in danger of course, but your genitalia might be really sore for some time.”

“Oh...my…” Fluttershy said with her face turning red as a tomato.

Rainbow shook her head before turning to Twilight. “Even if that is the case, this is just big. Masked, you can’t just punch in your v card and be done with it...not like this.”

“Zapp, I have to. Hum Drum needs our help and if he loses his virginity like this, well…I will be happy to be the one that guides him into adulthood.” She said in determination as she advance but then Rainbow Dash stop her.

“Ok ok, let's assume that this plan is not completely crazy, that old Hum Drum’s finally will get lucky tonight. Why are you talking like you are the only mare in Maretropolis?”

Twilight just looked at her confused. “What are you saying?”

“Hum Drum is not there right? Ok then, that way to lose his v card will just suck, nah I think it will not even count. So what would be the point of making it ‘special?’” She says doing air quotes. “Let's go outside, search for a hooker that knows yoga and has a big umbral of pain, and then…” Rainbow Dash froze when Twilight’s eyes started to glow a bright white and things started floating randomly around her.

“I’m not letting him have his first time be taken from a tramp off the street!” Twilight interrupted her friend in anger.

“Then we will find for an expensive one, they are probably just like expensive strippers, right Pinkie?”

“Hmmm probably.” She said with a shrug.

“Zapp…it's going to happen.” Twilight said, taking a step forward. “Time is running out, so we can’t just think of candle and dinner. We need to do this now before it's too late.” She tried to approach Spike, but Dash would not have any of that.

“Aw…fuck it!” She then took her lighting collar and created a low lighting blast that not only stunned everyone, but knocked everyone out. “You owe me a HUGE one!” She said, pointing at all of them before looking at Trixie. “I will make sure to tell Spike how to properly deal with you later.” She said, pointing at Trixie with a small glare.

She then looked at Stripes. “Get them out doc.”

“What?” She asked in surprise.

“You heard me, take my friends and leave…please.”

“But Zapp, you can’t possible be serious. Even if he is not aggressive-”

“I know!” She yelled with close eyes. “And that is why it needs to be me. Neither Masked or any of my other friends would be able to resist what I can. So please, please let me at the very least try. If it means the safety of my friends, I will do it!”

Stripes looked lost for words but she and her assistant soon saw Spike starting to wake up which scared her. “It's not time for debate, do it!”

With a heavy sigh, Stripes pressed a button, and big metal walls surrounded Dash and Spike, locking them from the rest of the room. The voice of Stripes was soon heard on the intercom. “The moment your life is at risk, I’m getting you out of there.”

Author's Note

Here's Chapter Two. This one was tough to write with Spike's Transformation and the method the girls have to use to cure him. But anyway, hope you enjoy the series.

To Sate a Beast - Part1

-Rainbow Dash-

Dash only smirked and looked at a camera. “Don’t forget who you are talking with doc. Hum Drum will not be able to handle me.” She said, giving her a thumbs up before looking at Spike who was waking up. His eyes opened wide, and he let out a roar and looked around the room. Like a confused beast he first started to sniff the place and moved around until he felt something restraining him. He soon noticed the chains and metal bracers around his neck and arms. He let out another roar showing his rage, struggling to break free from his bindings.

“Ok big guy, we both knew that you couldn’t resist me forever.” Dash said with a smirk as she started to undress, gaining the attention of Spike. “You want the rainbow?” She stripped out of her costume and was now completely naked in front of her monstrous friend. “Taste the rainbow.” She told it as if it were some kind of battle cry. Spike saw Rainbow Dash’s voluptuous body out in the open. Her impressive DDD cups bouncing slightly as she stood in front of him, waiting on her attacker.

Before she had a chance to react, Spike broke free from the chains that had him bound and suddenly pounced on her, knocking the Rainbow Mare to the ground. Rainbow Dash groaned from the landing, but she opened her eyes to see the monstrous drake on top of her. She was about to say something when she felt something long and hard grinding against her marehood. She was at first confused, but she looked down and her eyes shrunk to pinpricks at what she was looking at.

Spike’s member was massive. Almost two feet in length. The barbs on his length ran along his cockhead down to the base, with a massive knot down below. Not to mention the watermelon sized testicles that he was sporting. ‘Oh crap, he’s huge!’ Dash screamed in her head, realizing that she may have bitten off more than she could chew.

She shook her head and then looked at the beast of a member once more. ‘No! Remember this is for your friends, plus you are awesome, there is nothing you can not do.’ She then looked back at Spike. “Let's go big guy, let’s see who finishes first.” She said, getting a bit of a confidence boost to herself as she used her thighs to stroke his length. Spike let out a low growl but it wasn’t in anger, rather in arousal. Dash felt his massive length throbbing and dribbles of pre-cum dripped onto her stomach. She smiled in victory when seeing that reaction so quick, but her smile soon turn lustful from the smell of the cum. ‘Dear Celestia, that smell…it's making me horny? What was in that aphrodisiac? Hehe I might enjoy this more than I thought.’ She thought in bliss as she got near Spike face and started to nuzzle his side in some kind of feral trance that she was slowly sinking into.

Spike continued to grind his length against her marehood, but he suddenly let out a growl and lifted Rainbow Dash in the air. She yelped in response as she felt his length grinding against her flank. Rainbow could feel his member pulsing from his heartbeat. Spike suddenly opened his mouth to reveal a set of sharp teeth and his long forked tongue snaked along her breasts.

“Okay big guy, I know what you’re probably thinking.” Rainbow said, feeling a little nervous now that she was fully at the large beastial drake’s mercy. “Maybe we can do this a little more on the-”

Rainbow’s words were cut off by Spike’s open maw coming down and nearly took in her full breast into his mouth. Rainbow let out a small gasp from the sensation of the tiny pinches Spike’s pointed teeth made as they poked against the soft mound, but her face blushed as she felt her sensitive nipple being flicked and teased by Spike’s tongue. That, along with Spike’s massive cockhead prodding at Rainbow’s wet entrance was making the mare even wetter and hornier than before.

Spike let out a low growl, his nostrils flaring as he picked up the scent of Rainbow’s arousal. Even in this primal state, Spike could tell Rainbow wanted him to fuck her. And yet, even with his urges telling him to ram it in and break the busty and sexy mare, Spike didn’t. Instead, Spike seemed to only nudge his thick cock against Rainbow’s entrance, having her drenched pussy lips kiss and almost make out with the desired dragonic cock.

“Oh! I see what this is.” Rainbow declared, trying to regain her confidence and control; but the near lustful red across her face wasn’t fooling anyone. “You’re just doing this to get back for all those times I teased you.” Spike’s mouth continued to suckle and play with Rainbow’s breast, almost ignoring the mare. “Well, don’t think it’ll be that easy. I won’t give in over some cock.” Another feeling of Spike’s tip nearly pushing itself in almost interrupted Rainbow’s words. “Even if it is a big cock...a big, thick, lip smacking...no, no, no Rainbow, you are in control!”

Despite Rainbow’s soon to be failed attempt to resist him, Spike continued to tease Rainbow. Releasing his mouth, Spike only moved to the other breast; but this time used one of his sharp clawed hands, and seemed to gently flick and tease the saliva coated and sensitive nipple. Rainbow let out an almost whorish moan of pleasure as she felt her body become more and more in need to be fucked. It was only a small thought to help the poor dragon, now Rainbow was almost thinking why she never tried this before. If Spike was even half as good with this foreplay without the aphrodisiac than he was now, Rainbow would’ve been riding him long ago.

“So...is this it?” Rainbow asked, noticing that all Spike seemed to focus on was rubbing and kissing his cock tip against her pussy lips and switch between suckling, gently biting, and teasing her breasts. There was nothing else and yet Rainbow could feel he wanted to do more. Just what was he waiting for? “Is this all you wanted? Or...you want me to beg don’t you?”

Rainbow would normally find begging beneath her. Stallions came begging to her, not the other way around. But this Spike was so savage, so wild and carnal. And yet was so delicate, so gentle, so caring. It’s a feeling that the normally cock teasing mare had never felt. She would flash her tits or make suggested advances onto Spike, and the cute drake would run off embarrassed. Or Rainbow would spy on the dragon jerking himself off from a window while playing with herself. But she always felt she would be the one in charge. But this Spike was so commanding, he could take her at any moment. She knew all it would take was for her to beg him, and his massive cock would wreak her like the whore she teased him as. The thought alone was driving her nearly over the edge in orgasm.

“Oh fuck, I can’t take it anymore!” Rainbow cried, as switch flicked in her mind and body. Lifting her arms, Rainbow wrapped them around Spike’s neck, trying to gain better leverage to push her soaking wet fuck hole onto the savage drake’s shaft. “Just fuck me already! I can’t take it any-”

Rainbow’s words were cut off, as Spike’s mouth released itself from Rainbow’s breast and smacked itself against Rainbow’s. All while doing this, Spike used his claws to slam Rainbow’s wet and shivering body over his cock, nearly shoving half the hard and massive length inside her in the first thrust. Rainbow opened her mouth in a mix of a gasp and a slutty moan. But as she opened her mouth, Spike’s pressing mouth opened as well, shoving his tongue into Rainbow’s mouth, teasing and dancing with Rainbow’s tongue in a wet and passionate embrace.

‘F-fuck...wh...when..did he...get so...good?’ Rainbow Dash’s mind was slowly clouded with lust as Spike’s massive length tried to break through her womb with each thrust.

Rainbow’s body felt the strain of Spike’s cock as it spread her inner walls, making her pussy shape and form around the invading and massive cock. She felt her pussy tremble at the feeling, she was nearly on the verge of cumming from just having the thick girth of Spike’s shaft inside her. His rough and hard cockhead kissed at her cervix with the same passion and ferocity that his own mouth was kissing hers. Rainbow felt her eyes begin to roll back as she nearly gave into the euphoric pleasure. But she knew she couldn’t lose just yet. She had a friend to save.

Feeling her limit coming Dash manage to regain some control and increase the kiss as she held onto his head. Her marehood begged for her to let her cum but her pride would not let that happen. With a flap of her wings she tried to start a series of movements to increase the pleasure on Spike cock, determined to make him cum first. “The final lap big boy, let's see who'll finish…FIRST!” She said in confidence, but ended up yelling as Spike finally cummed inside of the mare, filling her womb in hot semen, breaking her over the edge, and making her cum like a faucet almost immediately.

“I…I…I WON!” She screamed again when she noticed that Spike hadn’t slowed down and was still cumming. “H…hey pl…please, at least…let me take a second to breath in…I…I’m sensiTIVE!” Dash had to yell once more as her second orgasm came with the force making her roll her eyes and stick out her tongue.

After a while Rainbow’s stomach expanded a little from all the cum as Spike finally finish coming and took out his massive member, the excess cum dripping out of Rainbow marehood like a raging river, as she twitched from all the movement, still trying to ride out her own orgasm.

“Okay…okay man. You…you made…made your point, you win, now please… MHPH!” Spike didn’t let her finish as he dived in for another violent kiss and pressed her body against himself, making her release some more cum. Dash tried to fight back, but her arms eventually fell limp and she decided to just enjoy the kiss.

.

Spike eventually broke the kiss and Dash took a well needed breath and looked at him in a lustful daze. “Oh Celestia how can you kiss so…epp!” Spike suddenly surprised her by lifting her up and then without warning turned her around, putting his manhood in between her lower lips and soaking them in her juices as he used his tongue to massage her wings. Dash gasped at the touch, as her vagina grew wetter as his tongue danced along her wings.

“T…T…That is cheating! Wings are really sensitive!” She yelled in anger before flinching when Spike stopped rubbing against her marehood and aimed his giant road into her other hole.

“No wait! Not that HOOOOOOAAAAAGH!!” Spike didn’t even give it a second thought as he gripped her arms and slammed her onto his rod, making Rainbow Dash scream out in both pleasure and pain. Her ass felt as if a monkey wrench had been shoved in without warning and she was sent over the edge as she ended up cumming again out of instinct. She felt as if part of her organs were pushed upwards to make room for his length as his tip pushed up against them

“Oh Celestia!” She moaned a mixed of pleasure and pain as her ass clung tightly against his monstrous cock, causing the dragon to groan slightly.

“Tight…” He growled as he leaned forwards, forcing Rainbow Dash on all fours. She grunted after hitting the floor, her ass in serious pain from Spike’s member being shoved inside of her.

“F-fuck….” She groaned as her plot hole was molding into the shape of Spikes cock. She wasn’t going to have time to rest though since Spike wasn’t going to give her a break as he gripped her ass and pulled out of her until the tip was only inside. Rainbow Dash wanted him to pull out entirely but he slammed his hips forward, hilting himself back inside of her. She groaned when his manhood made a very noticeable bulge in her stomach and his large balls slapped against her ass.

Spike was starting off at a slow pace as he pounded Rainbow’s ass with no let up. The pain and pleasure Dash was feeling was pretty intense for her. She had to bite down in her lower lip to stifle any ongoing moans as she was trying her best to endure what Spike was doing to her. Spike was soon going faster as her ass loosened around his cock and his hands soon snaked up towards her breasts.

“Aw...Fuck…” She moaned as his claws roughly groped and massaged her flesh. His speed increased as he was now pounding her like a jackhammer. HIs feral grunts and Rainbow’s moans echoed throughout the sealed room they were in. ‘F-fuck….he’s...guahhahh...’ Rainbow thought as her mind was slowly being clouded by the pleasure she was receiving. Her tongue now lolled out of her mouth and her moans soon turned into carnal screams as time passed by. Spike grunted as he pounded away at her plothole and his tongue glided against her back, leaving some saliva behind as he tasted every inch of her. What Rainbow Dash said next sent him over the edge.

“FUCK ME YOU BIG BASTARD! FUCK ME LIKE YOU MEAN IT!!” She shouted completely lust induced from Spike’s feral lust. Spike answered her wishes as he was now standing, and he hoisted her up and spread her legs apart, allowing him to go deeper in her ass. Rainbow Dash grit her teeth as Spike was now balls deep in her ass as he now had her in a full anal nelson. He now increased the speed of his thrusts and Rainbow Dash’s mind was long gone from Spike’s roughness. The sound of wet squelching, her hoarse moans, and Spike’s feral grunts and thrusts echoed around the room. Spike suddenly let out a feral groan and his cock and balls started swelling. Dash could feel him getting bigger inside of her plot.

‘Fuck...he’s...g-gonna-!’ She knew what was going to happen and didn’t get a warning as Spike let out a feral roar towards the ceiling. He opened his mouth and spit out several green flames as he released his pent up load inside of her.

“OH CELESTIA!!!!!” Rainbow screamed as she arched her head back as he fired his massive load inside of her and she creamed herself, making a small puddle below her. Spike was still cumming as Rainbow felt her stomach expanding to full capacity as Spike was shooting load after thick load in her belly. Spike finally felt himself spent as he let go of Rainbow Dash and she slumped on the floor, exhausted from how rough Spike was being. She laid face first on the floor in a fetal position as her entire body ached as she laid defeated on the floor, and his seed was gushing out of both of her abused holes.

“F-fuck….every...thing...hurts…” She groaned as so far even trying to move her fingers made her sore. She wasn’t going to get any rest though as Spike let out a low growl as his drakehood began to harden again, showing that he was ready for another round. She turned to see Spike glaring at her with his nonexistent eyes and a sinister smile on his face.

‘I...think... I...bit off…more... than...I...could...chew…’ Was all RD was thinking as her limp body was picked up by the drake and he entered her again, and got ready for another round with the defeated heroine and her sweet moans filled the room.

-Medical Ward/Power Ponies-

“Mmm… what happened…?” Fluttershy asked as she was the first to wake up. “Wait, why am I in here?” She said to herself as she sat up and found herself on a bed. She then looked around to see that she was in what looked like a medical room.

“Oh, you’re awake, Saddle Rager.” Fluttershy turned to where the female voice came from and turned around to find Professor Stripes standing behind her.

“Oh, Professor Stripes…” Fluttershy said in response. She tried to get up from her bed, only for her to falter and slump back down. “Oh... my…”

“Be still.” Professor Stripes told Fluttershy as she laid the weakened mare back down on her bed. “You and the power ponies are still dazed after you were all knocked unconscious.”

“Knocked...unconscious?” Fluttershy asked, confused by what she meant. Stripes then pointed towards her left and sees the rest of her friends still unconscious. The only one who was awake was Pinkie Pie as she was munching on cupcakes.

“What happened?”

“Oh, Zapp knocked us out and went to deal with Hum Drum.” Pinkie said, munching on another cupcake. “Want one?” She added holding the tray of sweets in her hands.

“Wait, she knocked us out?” Fluttershy asked confused and Calm Breeze gave her some water.

“Yes, she did.”

“But why? She’s our friend, and so is Humdrum.”

“She did it for the rest of your safety.” Stripes explained as she walked over to a console and pushed a random button. “She believed that she could be the only one to cure Hum Drum’s ailment,” A screen appeared in front of her and she motioned for Fluttershy and Pinkie Pie to come over. “,but I’m afraid that she bit off more than she could chew.” Fluttershy’s face burned bright red as she saw Rainbow Dash getting her ass plowed by Spike who wasn't showing any mercy to the poor mare. Fluttershy also noticed Rainbow Dash’s stomach bloated to the size of a basketball and Spike showed no means of slowing down. Pinkie Pie’s face was also red, but it was more with arousal rather than embarrassment.

“Wow, Hum Drum is really giving it to her…” Pinkie added with a sultry grin.

“H-how long was this going on?”

“Since you were all knocked unconscious, almost an hour right now.” Stripes answered. Around that time, the others started groaning as they woke up from their light nap.

“My head…” Twilight groaned, feeling dizzy.

“Goodness…” Rarity followed up, shaking her head slightly.

“What the hay happened?” Applejack groaned as she stretched her limbs.

“Zapp knocked us out is what happened, plus she’s trying to take on Humdrum by herself.” The moment Pinkie said that everyone scrambled from their beds and over to Pinkie.

“What do you mean she knocked us out?” Starlight asked, a little upset.

“Did you say that Zapp was taking Hum Drum on by herself?” Twilight said in shock. She got her answer as Spike let out a groan and Rainbow Dash let out a high pitched moan as Spike relieved himself in the poor pegasus. Her stomach expanded further growing to the size of a beachball as Spike continued to pump more and more of his virile seed into the defeated heroine and she finally passed out in response.

“Once again she lets her ego get the better of her.” Applejack said shaking her head, before turning to Stripes. “Open the door Stripes, I’m going in before Spike pops Rainbow like a balloon.” She said taking her lasso with her.

“Oh! Oh! Can I come too?” Pinkie asked raising her arm.

“Would be nice to have an extra pair of hands to distract him.”

“Yippy” They all go to the door and Twilight approached. “I will go too, it could be dangerous if Hum Drum gets ahold of you as well.

“I couldn’t agree more Masked.” Applejack said before stopping her “And that is why it's best if you and the others stay here for now.”

“What? Why?”

“We need to chip away his stamina before we ride that bad boy down.” Applejack told her, pointing at Spike at one of the monitors. “That will not be easy task if Zapp is already losing, and no offense but Pinkie and I have a lot more energy than you girls so I propose this; We tired him up, then switch places and then Dazzling Mage and Mare-Do-Well take over. Keep him busy without necessary open your legs, once I recover my breath I tag in and we repeat until the bull is out cold.”

“That…that’s actually not a bad idea, just please be careful ok?” Twilight inquired.

“Will do Masked, trust us.” Applejack gave her a thumbs up before getting on guard and looked at the door with her lasso ready. “Now Stripes, open the door!”

“Okay, but try not to anger him.” She added, walking back to the console and opened the door. Pinkie Pie and Applejack walked inside and Professor Stripes closed the door behind them.

Spike was still in the same spot he was before, as he pulled out of the once brash pegasus, now left a drooling mess as his virile seed slowly poured out of her abused marehood and she slumped on the floor.

“Wow, he really did a number on her.” Pinkie said seeing Rainbow Dash in her dazed state. “Poor Zappy…” Spike started sniffing the air and the smell of fresh mares filled his nostrils.

“That’s what happens when you think you can take on something like Hum Drum…” Applejack’s voice trailed off, when Spike turned to both mares. She looked below his waist and saw how big he was compared to most stallions.

“Hi Hum Drum.” Pinkie waves at him in a friendly tone.

“Second…don’t you see his…ah...tool?” Applejack said with a slight blush.

“Oh yeah... he is a big fellow isn’t he?”

She sped up and before Spike could react Pinkie already held his penis with her hand and lifted it up. “I mean just look at this, it really is heavy, and thick.” She gave it some small pokes, confusing Spike.

“I wonder if it tastes good too.... Hey Hum Drum, would you mind if I test it a little bit? Please?” She started to give it small delicate strokes. “I promise to be extra super dedicate, besides its looks like it's a bit wet, poor thing... you probably feel a bit dirty, but don’t worry.” She pulled a baby wipe from her hair and started to work. “I will make it all nice and clean.” She told him with a smile while ignoring the reactions from both who don’t know what to make of the situation. Spike’s eyes rolled back blissfully from Pinkie’s touch.

Dash’s mumbling made Applejack snap out of her trance and she rushed to help her while Pinkie was distracting Spike. She saw that her brash friends’ stomach was still very bloated, and it was going to be awhile before all that semen he shot inside of her drained out.

“Sometimes I think you take your element too serious Rainbow Dash.” Applejack remarked, carrying her dazed friend off to the back of the room they were locked in. “WE’ll get y’all out later, right now,” She said, turning back to Spike and Pinkie. “We’ve got a raging bull to tame.”

“And I have the perfect lasso just for him.” Pinkie said in a sultry tone as she guided Spike against the wall and slowly stripped him of the remaining clothes he had before doing the same to her suit. “Take Zappy out Mare-velous, I'll deal with him.” She told her friend, while dazzling Spike with her own body now. Taking advantage of his small daze, Pinkie used her breasts to give more attention to Spike's member who just took another jolt, making Pinkie giggle. “You thirsty Hum Drum?” Pinkie asked with a giggle as her nipples started to lactate a little. She shifted her body in a more comfortable position as she got on her knees giving a monstrous Spike an intense Boobjob.

“You like my boobies around your fat cock, don’t you big boy?” Pinkie teased, licking at his tip. Spike only grunted in approval as he sat down, and Pinkie rubbed her mammaries against Spike’s length. Pinkie was proud of her endowed chest as she would cause stallion’s heads to turn while she was at work. She continued her assault with her chest and saw that he was getting pleasure out of this. Beads of pre-cum about the size of a pearl started to dribble from his tip.

“Oh poor Hum Drum, you’re really backed up aren’t you?” Pinkie teased, lapping up the pre that dribbled from his tip and gulped it down. “Mamma Pinkie knows just how to take care of that.”

She pulled out a frosty can out from her mane and started to decorate Spike’s penis like it's a banana split before licking her lips with a predatory smile, as Spike gave a small gulp when seeing her like that. Without warning Pinkie dove in and took his whole length in one move, making him howl while her tongue snaked around his member moving and even squeezing him a little.

Unable to resist, Spike shot his load into Pinkie’s mouth while she drank it with delight, not allowing a single drop to spill. Once finished, she cleaned her mouth and then slowly crawled upwards until she was face to face with Spike. “That was yummy!” She then lifted herself and put a generous amount of frosting on her breasts before aiming them directly at Spike. “Want to taste mine too? I always wanted somepony to tell me if my milk taste like vanilla or if they have another flavor? I tried to ask Mr. Cake, but the poor guy just passed out the moment I showed him my boobs.” She said with a smile, before looking at him with a sultry smile. “But you wouldn’t mind, right Hum Drum?”

“Fili-second, why would you tell him that?” Applejack asked, her face burning bright red. Pinkie was about to say something, but Spike’s tongue started gliding along her breasts, licking up the frosting that was coating her chest.

“Hehe, that tickles….” Pinkie giggled, as Spike’s continued lapping at her cream covered chest until all of the frosting was gone. He licked his lips in satisfaction but he wasn’t done with her breasts yet since he saw a pink fluid trickling from her nipples.

“Enjoy.” Pinkie said in a high pitch voice as she guided his head toward her nipple and let him drink to his heart's content, making her moan and blush in delight as it happened, before turning to Applejack. “Also Mare-Velous, I told him because miss Cake was busy already breastfeeding the twins, I thought it would have been rude to ask her for that while she was busy.” She said, confusing her friend, before giggling again when Spike used his teeth. “Oh you think it tastes yummy, don’t you Hum Drum?”

Spike let out a grunt of approval as he seemed to like how submissive Pinkie was being. He gulped down more of her sweet milk as he massaged and groped her chest.

“I will take that as a yes.” She took her tit back and placed her hand on his cheek. “Let me have a taste too.” She said with a calm tone as she gave him a slow kiss on the lips. It started small, but Spike soon gained power and increased it while using one of his hands to squeeze one of her butt cheeks, making her “eep” from the surprise.

“Ah, ah Hum Drum don’t be mean!” She explained the last part as one of Spike fingers found its place in between her fluffy and bushy pubic and reached her vulva where he started to play around.

“Oh…oh…oh! T…that feels gooooood.” Pinkie said, rolling her eyes as Spike once more stood up and took control as Pinkie Pie shuddered in pleasure from his claws digging into her soft supple flesh. “Oh Celestia...more Hum Drum! Keep going like that...” Pinkie moaned.

Spike was more than happy to oblige as he forced Pinkie on the ground and his member was hard and ready. After massaging her teats and nipples, he felt that it was only fair that he got a massage. He sat on Pinkie’s stomach and his member stuck out in between Pinkie’s melon sized chest.

“Ooh! You want this, don’t you?” Pinkie giggled. Spike grunted and his cock twitched in approval as dribbles of precum leaks from the tip of his throbbing head. “Oki doki, seems fair after being nice with Fluffle Puff.”

“Fluffle Puff?” AJ questioned in confusion.

“That’s what I call my pussy.” Pinkie said before squishing her boobs against his thick malleus and rubbed his shaft in a circular motion occasionally giving a french kiss to his tip and then using her tongue to clean one side. Stopping for a second she continued to massage his rod while turning to AJ. “What, you don’t name yours? Why, all they do is giving you fun tickly moments!” She said with a giggle before resuming her work and then looked at Spike with a smirk. “Ok. Humy Drumy, prepare for the party. I call this the meaty party blower!” She yelled before kissing his tip and then blowed it like it was a party blower; she stopped and then repeated the process.

“Now for the sucker up.” She put all of his length in her mouth and started to suck up and down like she was trying to suck the last remaining juice of a beverage with a straw.

“And finally the driller.” Pinkie said as she turned them around and once she was sitting she positioned herself directly under his rod. “Let’s bounce.” She got his length inside and out slowly before increasing the pace until they reached a good fast rhythmic, making it difficult to see who was in charge. Spike groaned as Pinkie was very skilled with her tongue.

Spike grunted and groaned. He felt his cock in both the soft embrace of Pinkie’s tits and the wet slurps of Pinkie’s muzzle. But also how firm and secure the very same embrace was, Pinkie’s massive chest mounds, like the silly mare herself, were a living contradiction. They were as soft as a heavenly touch, but were also as impossible to escape as a clever trap. Spike’s mouth hung up as he felt his balls tighten. His cum bubbled to a near broil as it neared his next orgasm. Pinkie felt this, the increased warmth of Spike’s balls as they smacked against her belly, accompanied by how rougher his thrusts were for the past few minutes. This was the orgasm she was ready for, the burst she wanted to feel all over her body.

“Oh! You gonna cum Hum Drum?” Pinkie asked, though already knowing the answer. “Are you gonna cum all over my super soft titties? Huh, are ya?” Spike only responded in growls, his mind was too filled with the feeling of his coming orgasm to form even form primitive words. “That’s what I wanna hear! Cum for me! Come for Fili-Second!”

Spike let out a primal roar as his cock nearly exploded from the pleasure, using his claws to push Pinkie’s chest mounds together to try and pocket the orgasm. But it not only failed to do that, but it had the opposite effect. Spike’s orgasm fired out between Pinkie’s boobs, splattering hard and sloppily against the pink mare’s face. Not wanting to waste any more cum than she had, Pinkie raised her head and covered Spike’s cockhead between her tits as best as she could; swallowing as much thick, burning draconic spunk that she could. It was only after several long minutes that Spike’s climax died down. Though still hard, his cock wasn’t cumming; for now.

“Wowie!” Pinkie moaned, opening her mouth to show how much cum was still in her maw. Using her tongue, Pinkie sloshed around and gurgled as she seemed to almost brag about how much cum she had drank and was still drinking. “You like that?” She gurgled again, small cum bubbles popping in her mouth as her voice muffled. Swallowing hard, with a loud gulp, Pinkie opened her mouth again to show she had swallowed Spike’s load with ease.

Taking one hand, Pinkie wiped some of the cum from her face, allowing her to open her other eye and breath a little through her nose. Looking at the cum that coated her hand for a second, Pinkie proceeded to passionately lick the honey thick dragon cum. Her eyes sparkled with delight at the delicious cum and started to suckle and almost make out with her cum hand, even taking her other hand and rubbing the rest of Spike’s cum all over her body; smearing the whiteness all over her pink shapes and curves.

“You really were backed up.” Pinkie giggled, winking at Spike playfully. “But your cock is still all stiff and hard. We need to really milk this biggie dry!”

As if following some command or cue, Spike lowered his claws, grabbing at Pinkie’s hips and raised them, laying his cock right along her soaking wet pussy lips. Looking down, Spike saw not some timid mare, or even a scared or exhausted mare. What his predator eyes met were the eyes of an almost equal sexual predator. Pinkie licked her lips as she begged Spike to ram his cock through her pussy without even a word. Her eyes screamed to be plowed and ruined by his monstrous size. Standing on his claws to gain a couple extra inches in height, Spike aligned his hard but dangling cock with Pinkie’s pussy, only putting the first inch of its thick head in her wet love canal to keep it steady. Pinkie squirmed a little out of excitement from feeling his barbed tip entering her wet love tunnel.

Spreading both legs to her sides, Pinkie locked them around Spike's waist and helped him enter her in one trust making her gasp and then giggle from excitement practically vibrating from the sensation, her insides virtually on fire as they massaged the enormous cock inside them while Pinkie dove on him and delivered a strong kiss to the dragon lips, both long tongues fighting for dominance.

‘Pinkie’s really into it….’ Applejack thought to herself as she watched Pinkie and Spike making out with each other. Applejack started to feel hot herself and she wasn’t sure why. ‘Am I being turned on this much?’ Pinkie was still at it with Spike, but Spike suddenly breaks the kiss with Pinkie, making her moan in disappointment, and leaving a bridge of saliva between them.

“Aww… I wasn’t done yet…” Pinkie whined, but she let out a yelp as she was suddenly thrown on her back and Spike just pulled out slightly only to reenter her making Pinkie yelp louder.

Spike showed no mercy as he continued to pump himself in and out of the lustful pink mare’s body with reckless abandon. Pinkie felt herself shake, she even saw her breasts bounce wildly as Spike continued his assault. Pinkie arched her head back moaning as she felt her deeper regions being split and pummeled. But in the back of the mare’s mind, all she could think of during this pleasure was why she had never tried this with Spike before. Or even better, when she was going to do this again.

“Fuck, fuck, yeah Spike! Fuck me!” Pinkie moaned loudly and vulgarly, feeling her body reaching an explosive orgasm; and by how thicker Spike’s cock was becoming, he was close too. “Gonna cum? Okay, cum in my pink pussy! Give Pinkie a warm and full cream pie!”

Spike roared like a dominating predator as he pulled a little back, only to ram himself to the hilt into Pinkie, making the mare’s eyes roll back in pleasure. Pinkie’s orgasm struck like an electric storm, her pussy stretched even wider than before. Spike’s sperm burst forth, instantly filling Pinkie’s womb and even starting to expand her belly, leaving an impressionable bulge. It was several minutes before the dragon's breath eased into a simple pant, but when he had finished, Pinkie’s belly had bloated to give the impression of a five course meal; or even a few months pregnant.

Feeling his lustful prey had passed out, Spike released his grip on Pinkie’s body, letting the mare plop to the ground with a small thud. Thick and steaming white cum gushed out of Pinkie’s gaping pussy as the dragon began to turn away. Applejack stopped thinking about what was going on and noticed Spike glaring at her with a wide grin on his face.

-Pinkamena-

“Oh pony feathers…” Applejack mumbled to herself as she was now being glared at by Spike who was still raring to go for another round. He was about to grab the farm mare had a certain pink mare not grabbed his tail, causing him to look at Pinkie. She sat up but was still on her knees as she slowly tilted her head upwards revealing a pair of crazed eyes looking back at him.

“Where do you think you’re going Hum Drum?” She added as she suddenly pulled on Spike tail hard enough to send him to the ground. He did get angry and tried to get up, but Pinkie suddenly got on top of him with a sinister grin. Her mane and tail were no longer Poofy and they as well as her coat became a much darker shade of pink. What was also scary was how her teeth sharpened slightly.

‘Uh oh!’ Applejack thought as she knew where this was headed. ‘This ain’t good.’ The other girls other than Stripes and Breeze had fearful looks in their eyes as they noticed Pinkie’s persona change and the crazed look in her eyes. They knew that the last time Pinkie was like this, one unlucky stallion she had got a hold of was put in intensive care in the hospital. Spike was confused as to why she was suddenly hostile, but he felt her bubbly ass grinding against his hardening length. What she said next really had him confused.

“Mama Pinkie still needs some lovin, and you’re not leaving until I’m satisfied.” She added with a dark growl as her marehood was leaking his emission and her marecum for a nice lube against his length. Spike’s confusion was replaced with carnal lust as his tail teases her opening. She moaned in response, but it was more of a feral moan as she continued to straddle him. Spike wasn’t going to have any of that as he grabbed both of her succulent buttcheeks and his claws gripped and dug in her soft flesh.

“Mmph! Just like that you raging beast!” Pinkie moaned as her nails were leaving deep scratches in Spike’s scales. She leaned closer to him and bit down on the nape of his neck, but Spike still didn’t feel it as her bite was more of a foal punching him. It didn’t stop Spike from slamming the crazed mares hips down onto his throbbing shaft and she let out a hoarse moan as she felt her lower half feeling full again.

“We’re gonna have a lot of fun stud,” She said as she enjoyed the feeling of his massive length filling her and making a large bulge in her belly. She then stared into his nonexistent eyes. “,and I’m not stopping until I drain these big balls of yours dry.” She added, wrapping part of her tail around Spike oversized balls. She wasted no time bouncing on him and enjoyed the feeling of his thick rod in her greedy fuck hole.

Spike let out a strange noise, not quite a roar or a growl, but a noise as he felt his large, heavy balls being wrapped by Pinkie’s fluffy tail. They rested comfortably, and yet were being delicately massaged. Spike stuck his tongue out in satisfaction, only to feel Pinkie smack her face at the dragon, taking in his thick, wet tongue in her mouth; suckling and licking it passionatly.

“Like that big guy?” Pinkie asked between breaths. “You love fucking my wet cunt?” Spike responded with some satisfied grunt of pleasure. “Good, because Spike baby…” Pinkie then bit down on Spike’s tongue a bit, letting the dragon feel her passion. “...because we’re done until you’re empty and that big cock is steaming.”

Feeling as though challenged, Spike’s eyes sparked with renewed life. Grabbing at Pinkie’s body with an even harder grip; claws digging deeply into the pink mare’s flesh, Spike shoved his tongue into Pinkie’s mouth, nearly throat fucking her as he kept up his thrusts. Pinkie’s eyes rolled back a little, her already full pussy was being brutally barraged with faster and deeper thrusts. Spike’s cockhead wasn’t beating at her sensitive cervix, it was fucking past her cervix, jamming itself in and out of her cum bloated womb.

Pinkie could feel her entire body course with the surges of pleasure, each motion of Spike’s cock rubbed against her insides, making her mind blank; she could only think of and feel Spike inside and against her. He was breaking her and she couldn’t care any less. Her hold on him weakened as Pinkie felt mini orgasm after orgasm explode throughout her body, it was her own stubbornness that was even keeping her conscious at this point; but it wouldn’t last much longer. Spike arched his head back in a mighty roar, his tongue pulling out of Pinkie’s mouth so she could scream in a mind shattering orgasm. Their sounds echoing through the room before falling silent.

Spike’s cock swelled and finally burst another full load of cum, expanding Pinkie’s already bloated stomach. At this point, she didn’t even look pregnant, she looked like she was about to burst out a whole herd of foals. But the fucked silly look on Pinkie’s face showed how much she had loved it. Though this wasn’t a mind broken look of defeat. This was the wide mouth expression of a mare who would just want Spike’s cock every moment she would get after this. But unfortunately, Pinkie had lost and drifted into unconsciousness.

-Applejack-

Spike was about to take Pinkamena unconscious body once more when suddenly a lasso wrapped itself on his wrist, making him step back. Growling, he looked back and saw Applejack on the other end. “Sorry partner but I can’t let you continue, she is clearly done for.” Applejack smirked when seeing him approach. “But don’t worry, I take her place.” Running at him Applejack slipped between his legs and tied her lasso around one of his feet making him loss balance and fall into the ground. She didn’t waste time and went and lassoed his chest once more. “Yeehaa!” She screamed as she wrapped his other wrist and wrapped his body, subduing him in the process.

Spike thrashed around as she slowly approached him. “Don’t fight it sugarcube, trust me, if I can tie a bull, I can tie…” Spike got one of his hands free and took the lasso to tie her chest, surprising Applejack “…you.”

Spike only growled and roared her face before licking her check. “Maaaare.”

Applejack eyes widened as she looked at him. “Hum Drum?”

“Incredible,” Stripes proclaimed in happiness. “It looks like Hum Drum is recovering some of his mind.”

“Yeah, he just remembered how to tie things up.” Rainbow Dash said with a groan, finally waking up and groggily looking at Spike get loose of his restrains and then used Applejack’s lasso to tie her hands behind her back.

“Hum Drum... buddy, if you are in there, please fight whatever’s controlling you. Come on partner, you’re stronger than…epp!” She repressed a moan the moment Spike presses her breasts together, while he growled some more. Lifting one of his claws, he ripped the earth-mare’s clothes to shreds letting her huge chest bounce free.

“Puuuuussy.” He growled before turning her around and then opened his mouth to dive into her marehood. While she was face to face with his manhood.

“Mistress…he’s actually weak when he’s about to cum, so blow him as much as you can.” Rainbow warned him “It will dry him quicker.”

“I will…ahg!…prefer…yiaks!…doing it with my hands free!” AJ managed to say in between moans as Spike explored her entrance and played with her clitoris searching for her sweet spots and exploiting the ones he finds, making Applejack start getting dizzy.

‘Sweet mother of all apples!…It's like he is making me into an apple pie!’ She thought as she started drooling.

“Mistress Mare-Velous! You have blow him! Now!” Dash yelled making Applejack snap out of her daze and looking at his member, she notices that is still coating in Pinkie juice. Taking a depth breath, she closed her eyes and puckered her lips giving his tip a kiss which she soon decided to suck. The effects were immediate and Spike stopped his actions immediately from the surprise. Spike did react as his tongue dived deeper into Applejack’s marehood.

Not wanting to be outdone, she increased her treatment and gave his rod a slight bite to surprise him before pulling, making Spike flinch and then fall backwards to the ground. Satisfied with the result, she started to pump suck his dick while smearing her pussy around him. “Sowy Hmw Drows, btow nw wne bts o cwgrl,” (Sorry Hum Drum but no one beats a cowgirl) Applejack told the dragon while still sucking his member. Spike groaned as his face was smothered with Aj’s marehood, but it was more aroused than anger. His reptilian tongue entered her folds and Applejack shuddered from his long tongue. The sweat and the constant movements helped Applejack free herself as she started to massage his balls while Spike groped her ass and started to play with it, even giving her two cheeks a couple of slaps, making her “eep.”

“Oh, it’s on partner!” Applejack said in a defiant tone as she resume her attacks.

After a while, they could both feel how the other was reaching their climax and decided to increase their pace in an attempt to make the other cum, ending it in a draw. Spike bucked his hips upward and released a torrent of his seed in Applejack’s awaiting mouth. Applejack’s eyes shrunk as she was unable to contain all the cum from Spike, but she still kept going and tried to get as much as she could while her body was beginning to recover. Most of it did puff from her cheeks as well as squirt from her nose a little. Spike for his part enjoyed the flow of cum from Applejack that he too had difficulty containing and ended up with his face complete drenched in her juice. He did drink what he was offered and relinquished it with pleasure. Eventually, they both stopped and fell to their left and right to catch their breath with a smile, recovering from the afterglow.

‘Horse Apples….’Applejack thought as her face and chest were drenched in his seed. ‘Just how much cum can he shoot?’ She could still taste his dragon cum in her mouth, as she tried to use the remains of her costume to clean off his seed.

Spike even got curious when he smelled milk and looking up, he noticed that Applejack’s succulents breast were indeed lactating as well, making him lick his lips in anticipation. Quickly recovering, Spike stood up and approached Applejack with a predatory look in his eyes until he was face to face with her. “Hehe, ready for round two partner?”

Spike didn’t answer and just grabbed her left breast making it squirt a little which made her lick his lips. “Seriously? Even after you drank Pinkie’s milk you’re still…oh…oh!” Applejack moaned and squirmed in his claws the moment Spike lifted her chest and took a long sip from her right nipple while massaging her left one.

‘Oh Celestia…ah can’t be…that sensitive?! I…can’t not…ahght!” Applejack moaned as her second orgasm soon arrived and made her squirt a lot of milk from her huge chest that Spike enjoyed with a big smile before gulping it. “Apples.” He said, earning a confused look from her.

“Apples? What those- AH!” Spike took another drink and then gave Applejack a passionate kiss making her drink her own milk ending it with a smack “Holy Apple Fritters... I really do taste like an apple flavoured milk.” She said in astonishment as Spike surprised both her and Rainbow Dash by simple standing up and leave her side.

“What? Are we done?” Applejack asked slightly confused by his actions, until he returns holding a still unconscious Pinkie and presenting her breast to her face. “Drink.” Spike simple told her.

“Hehe sorry Spike, but I don’t open my barn that…” Spike made her open her mouth by fingering her sensitive pussy and then pressed Pinkie breast inside of it making her drink some of her milk. Once done, he retire it and Applejack look confused. “Cotton Candy? Why would she…” Her eyes widen and her voice got hitched in her throat when Spike turned her around, making her back pressed against his broad chest. She blushed from feeling his pecs against her back and she felt the tip of his hard member right on her entrance. She looked down towards Spike’s manhood and her face turned bright red as he was teasing her opening as he ground his length against her.

‘Celestia…he might be bigger than mah brother.’ She thought as her marehood leaked from excitement. Applejack remembered one time when she was younger, how she had walked in on her brother when he was in the middle of changing. Her face was flushed and she had run out of his room after that day. She did confront him and apologize, but she could never get his size out of her head, until now. Seeing Spike attracted to her, despite the state he’s in, made her excited. She did let out a moan as Spike’s claws roughly squeezed her chest making more of her milk squirt from her nipples. He nibbled on AJ’s shoulder slightly making her shudder a bit and her marehood leaked from excitement as she started having lewd thoughts on the monstrous drake.

‘Wh-what the hay is happenin to me?’ She thought as she had never felt this way about anypony before. She sniffed the air and notices that it suddenly smelled sweet for some reason. She suddenly felt a burning sensation in her marehood...one that she hasn’t felt in a long time.

‘Wait...is this-!’ Her thoughts spiraled up a storm as this sudden heat felt all too familiar. “S-Spike...wai-!!” Applejack tried to speak up, but Spike suddenly thrusted his hips upwards without so much as a warning. Applejack screamed at top of her lungs as her marehood took the shape of his cock and her marehood clamped down on his pelvis. She arched her head back as her marecum flowed out of her like a waterfall. Spike groaned in response as her velvet insides were tighter than Rainbow Dash. All of her years working on the farm seemed to be doing wonders. Spike followed up with a growl of arousal as He could feel Applejack’s marehood trying to milk him of what was in his oversized nuts.

“P...pony...fe.feathers…” Applejack moaned as she felt the tip of his member poking at the entrance to her womb. After recovering from her afterglow, she looked down to find that she only got half of his ‘thick sausage’ inside of her. ‘He is ‘bigger’ than mah brother.’ Applejack thought to herself as her walls started to loosen up a little.

This was what Spike wanted as he grabbed the farm-mare’s hips and started thrusting into her marehood. Applejack let out loud moans every time Spike slammed his hips with hers. The orange mare never felt anything like this. She had tried it with Big Mac and Braeburn at the same time once a couple years ago(while she was drunk), but here she was doing it with a monstrous Spike and she had never felt anything like this. She could only groan in response with his bumpy ridges grinding against her velvet insides.

“Spike...Wants!” He roared as he pushed Applejack against the wall and continued to rail her. Time passed as Applejack went from groaning in pain and pleasure to moaning like a whorse as the drake was pounding her like a jackhammer. She had to hold her hands against the wall to brace herself on Spike’s continued assault. Spike’s hand’s soon made their way to her breasts as he massage the massive orbs and tweeked her tan nippes making milk squirt from them. Her body spasmed from the constant pounding she was receiving. Her marehood would tighten for a brief second and let go every time he pushed forward in her marehood. The barbs along his cock sent tingles of pleasure throughout her body.

“Ngh...Too...rough…..S...so….good...” She managed to speak, but it was barely audible as Spike was relentless with his thrusts. Applejack’s mind was slowly being clouded by lust as Spike was being too rough with her. For some reason she didn’t seem to care. She wanted to take more of his cock in her body. She wanted him to wreck her until she couldn’t walk. Spike was no stallion, he was a lust driven carnal beast. She was about to beg for more when Spike suddenly stopped and pulled out of her.

“Wh-why’d ya sto-Eep!” She tried to say but she was suddenly pulled his way. Her back was pressed against his broad chest again, and he grips both of her arms over her head with one hand, and one of her legs with his other hand. Applejack moaned even louder as Spike Suddenly grew bigger inside of her, further stretching her marehood to match the shape of his cock. “OH PONY FEATHERS!!!” Applejack moaned as she threw her head back and her walls constricted around Spike’s monstrous length. He let out a growl as she grew tighter the further he went in. Applejack was at her last lengths and Spike was close to bursting inside of the farm mare as he felt his balls swelling to a much larger size and he wasn’t letting up.

“GIVE ME WHAT YA GOT!! BUCK A FOAL INTO ME!!” Applejack screamed as she looked at him with hearts in her eyes. Spike was more than happy to oblige as he now had her ass gripped in his claws, and pounds her with more force and his face mashed against Applejack’s lips as his reptilian tongue traveled down her throat. Her body shivered to his touch as her chest bounced and squirted milk from her nipples and Spike continued to pound away at the farm mare’s marehood. Applejack could feel his girth in her womb and she knew what was going to happen, but couldn’t say anything as she felt his dick swelling inside of her. After a few more hard thrusts, Spike broke the kiss with Applejack and let out a mighty roar as he hilted himself deep in Applejack’s marehood and bursts of his thick virile seed flooded her womb.

Applejack screamed as another orgasm followed suit and she wrapped her legs behind Spike’s back as her marehood clenched down on his thick rod. She felt her stomach expand with each burst of his seed, until it was finally the size of a beach ball. What felt like hours was only thirty seconds as Spike stopped cumming and pulled his length from her soaked marehood. A large puddle of his seed spilled from her slit and Applejack was staring off into space as her body twitched from feeling his length leave her side and her stomach was deflating from the seed. Spike set her on the floor and looked around him. He noticed RD was slowly recovering and her toned body got him hard again. He was about to walk away to go back to Rainbow Dash, but he suddenly felt his tail yanked again.

“Where do y’all thin yer goin?” She said in response as she slowly crawled to Spike. “I’m still rarin for another round.” She added in a sultry tone as she was now in front of Spike’s cock that was still covered in his cum as well as Applejack’s. She set herself up on her knees and used her two large breasts and wrapped them around his throbbing erection. Spike immediately grew aroused and stood still as Applejack tackled Spike to the ground and her breasts were surrounding his thick length.

-Medical Room-

As Stripes saw all that’s going on through the monitors, she looked at Dash who was still recovering from her treatment. Pressing a bottom she activated the intercom and spoke to her.

“Zapp, think you can take Fili-Second and get out of the room? You've sustained a lot of punishment, maybe it will be best if you let me treat your wounds?” She asked with some concern on her voice.

“No can do doc.” Dash said while leaning on a wall “Can’t feel my legs, don’t know if I will be able to walk in quite sometime.”

“Oh my goodness.”

“Don’t worry I’ve recovered from worse, besides.” She pressed her stomach and moaned a little when some cum exit her pussy. “I still need to see how Mare-Velous does.” She said with a smirk. “There is no way she can outdo me.”

Applejack just stared at Dash with a smirk and the eyes of ‘bring it on’ on her.

“But…maybe Fili-Second could use a break, think you can bring someone to take her away?”

Stripes sighed and then looked at the other ponies. “Calm…Radiance please go in and get those two out of there.” She said with a serious tone. “I don’t care what Zapp is saying, her health is in danger and if she doesn’t receive help, she might lose her legs forever.”

“I don’t think that would be a good idea.” Trixie said her. “If Hum Drum sees us he could get angry or even escape.”

“Don’t worry, I can toss a smoke bomb in there so he doesn’t see you, and with Zapp and Mistress Mare-Velous’ marecum in the place, I highly doubt he can smell you either; especially since one is right in front of his nose.” Stripes told them. “But you should hurry, I don’t think the distraction would work beyond a couple of seconds.”

“But his senses are enhanced.” Twilight pointed out. “Even if we try to set it where he couldn't see, what if he can smell us to track us?”

“What other option we have Masked? With Zapp the way she is now, if Hum Drum decides to use her once again, I don’t know if she will ever survive.”

Fluttershy put her hand on her shoulder to calm her down. “Please have faith miss Stripes, Ours friends can endure all of this, and we will not let that happen either the moment Hum Drum is ready to continue we will take their place and ensure to calm him down.” She tells with a smile.

“Hope you are right Rager.” Stripes said with a sigh in defeat “And we still need to figure out who to send next then, I don’t think Mistress Mare-Velous would be able to contain him for much longer.”

“Maybe if I can sneak by him while he’s dealing with the other, I can get them out.” Starlight said in response.

“Mare-Do-Well, are you sure you can pull that off?” Stripes asked, voicing her concern.

“I can do it.” She said getting ready to walk over to the door, only to be stopped by Fluttershy.

“No….I’ll go…” Fluttershy said, making everyone turn her way.

“Rager, are you sure?” Stripes asked.

Fluttershy smiled and nodded. “I’m the only one that has experience dealing with wild big animals.”

“But Hum Drum isn’t a wild animal Rager.” Trixie told her.

“He basically is when you think about it, besides don’t forget that I have my share with dealing the likes of Spike before too.” She answers back.

“... She does have a point.” Twilight told the others.

Stripe looked at them confused. “Is there something you all would like to tell me?” She inquired, getting suspicious.

“Well…” Twilight started but Trixie interrupted.

“Rager told us about a secret solo mission she once did a really long time ago before joining the team.”

“I did?” Fluttershy asked, earning a light punch from Trixie. “I mean I did, yeah it's ah…something of my past that I didn’t want to talk about it before. Sorry for not telling you any of this Stripes.” She said, looking down in sadness.

“It’s fine.” Stripes said as she got behind the console and opened the door. “I don’t know what you have in mind for Hum Drum, but I trust you.” She added as she opened the door and Fluttershy and Starlight go in.

Both mares immediately froze and their faces burn bright red from seeing Applejack willingly on her knees as she massaged Spike’s length in between her breasts while happily sucking on his tip. Starlight and Fluttershy were shocked seeing Applejack like this. They did see Pinkie and Rainbow Dash near them. Rainbow Dash was trying to crawl away for a bit and Pinkie Pie was still unconscious as Applejack was keeping Spike busy. Starlight mentally shook herself out of what was going on and she did the same to Fluttershy.

“Come on…” Starlight added, shaking the blushing mare.

“R-right.” Fluttershy agreed as she and Starlight snuck over to Rainbow Dash and got her to safety. They did the same for Pinkie Pie who was still staring into space after her fun with Spike. Speaking of which, he was still getting it on with Applejack as her massive melons were getting close to sending him over the edge. Spike suddenly pushed Applejack,forcing her onto her back making her yelp in response. Applejack suddenly felt Spike spread her legs apart again, revealing her marehood that had a generous creampie from their earlier fun. Applejack only smiled with a lust filled expression as she looked at Spike’s drakehood grinding at her marehood.

“Why wait if yer givin’ me another fillin’ sugarcube?” Applejack told Spike as she was more aroused than scared as she spread her lower lips apart giving the drake a clear view of her cream filled flower. Spike seemed to be pleased with how Applejack was acting and he wasted no time re-entering the horny farm mare. Applejack moaned in delight as she felt him re-enter her love canal.

Spike snorted a little, taking in the raw scent of Applejack’s sex. It was intoxicating as he felt shivers run up his spine as he rammed his cock back into Applejack. Applejack could only gasp and moan as Spike showed no mercy, beating against her cervix within the next thrust. Licking his lips, Spike opened her tooth filled maw and clamped down hard on Applejack’s breast, suckling violently on her mound and drinking down her milk like a starved beast. Applejack felt her body shaking in orgasm as too many pleasurable signals fired off in her mind.

“Come on! Fuck me! Milk my fat tits!” Applejack moaned, looking at the sexually driven creature plowing her soft, wetness. Raising her arms and wrapping them around Spike’s head, Applejack tried to get a firmer grip. “I said I want to have a good ruttin’.” Wrapping her legs around added to the farm mare’s passion and emphasis. “And when I say ruttin’, I mean I want you to break my cunt open like a spit apple tree!”

As if he fully understood that, Spike released his mouth from one breast, only to smack it against the other. But unlike before, Spike slowly lifted Applejack off the ground. Standing steadily at first, Spike made sure to shift his claws under Applejack’s body, letting her back rest comfortably in his grasp as he fucked into her with greater force. The motion was more than enough to not only make her tongue dangle out the side of her mouth between each pant and moan, but her free breast was bouncing with greater speed, almost hypnotically.

“Fuck yeah! That’s a real ruttin!” Applejack moaned, feeling her eyes roll to the back of her head as another orgasmed hammered through her. Holding on to her last strength, Applejack raised herself with enough speed to catch Spike off balance, causing the lustful dragon to fall backward. The force of impact was more than enough to cause his cock to burst deeper into Applejack’s pussy; the thick and long shaft had beat hard against her womb and caused a noticeable belly bulge. Shifting both legs and arms, Applejack assumed a more dominant stance as she set herself up to straddle Spike’s cock. “Guess I gotta show you how a real farm mare handles her mount. Get ready for a wild ride.” Applejack said in a seductive tone as she slowly lifted herself up over his throbbing length. When she slammed her hips down, she yelled ‘Yee Haw!’ as she felt his cock head inside of her womb again. Meanwhile Fluttershy and Starlight were able to get Rainbow Dash and an unconscious Pinkie Pie out of the room as Spike’s grunts and AJ’s moans were the only thing that could be heard as they leave.

Applejack was in pure bliss. Every time she rose from his shaft until the tip was left inside, she would slam her hips back down to feel his girth pushing against her insides. She had to hold onto his broad shoulders for leverage and each slam only made her lactate more of her milk. This didn’t go unnoticed by Spike as he eyed her melon sized breasts that bounced as she bounced on him. Spike leaned up and grabbed her bouncing breasts and his mouth latched onto both of her nipples. Applejack moaned in response and she actually clenched down onto Spike’s cock mid-bounce. Applejack threw her head back as her body rode out another orgasm. Spike groaned in response from feeling his cock being clenched by the farm mare. He was about to pull away from her breasts when Applejack gripped his head keeping him in place.

“I didn’t say stop!” She moaned looking back at Spike with hearts on her eyes. “It feels too good!” Spike was more than happy to oblige with his partner as he continued to suckle on her breasts, and gulp down more of her fresh milk. Applejack bit her lower lip as Spike’s barbed cock scraped at her insides and now with him gulping down her milk, she was in pure bliss.

While Spike was enjoying another round with Applejack, Fluttershy and Starlight were able to sneak by the lust induced couple and get Rainbow Dash and Pinkie out of the room and back to the girls.

“Okay…” Starlight said as as she set Rainbow Dash on a random medical bed. Fluttershy did the same for Pinkie who was still unconscious from Spike railing her. “We could only get Zapp and Filli-second out of the room.”

“Um...hum-drum still has Mistress-Marevelous.” Fluttershy said in a saddened tone.

“Don’t try to take her from him.” Professor Stripes said in a calm tone.

“We know.” We don’t need a raging monster trying to kill us.”

“We can only hope that she tires him out enough to handle the rest.”

“I wouldn't be so sure about that.” Trixie said getting the attention of the rest of the girls. She then pointed at the monitor to reveal that Spike was getting close to cumming and Applejack’s body appeared to be at her limit. Spike turned Applejack around to where her back was pressing into his chest. She spread her legs further apart as she felt his package pounding against her cum filled womb. Spike now thrusted inside of the lust dazed Applejack with renewed vigor and she wrapped her arms around his head and clung to Spike as her legs were spread further apart where his massive balls slapped against her throbbing clit. His claws squeezed her huge breasts making milk squirt out and onto the floor. Applejack didn’t even care. She ended up turning into a lust induced mare that wanted to be breed by Spike every chance she would get.

Spike suddenly let out a low growl and he squeezed harder on her breasts and Applejack could feel his claws digging deep into her supple flesh. Applejack also felt his cock getting bigger inside of her which in turn caused her marehood to tighten around his shaft as she grips him harder. Applejack was about to say something, only for her lips to be mashed against his. Her body felt as if she was lit on fire from the orgasms she had to endure. She wanted...no...she needed him to cum. After a few more hard thrusts into the dazed earth pony mare, she finally got her wish as Spike broke his kiss with her and let out a mighty roar.

He hilted himself deep inside of Applejack and she let out a hoarse moan as she felt the first burst of cum fire from his tip and flood her womb. She clamped down in his cock hard enough, almost as if he was sucking the life out of him. She threw her head back and her eyes rolled to the back of her head and her stomach grew from the size of a basketball to the size of a beach ball in seconds. He was still cumming as well and Applejack felt as if hot water was flooding her insides. Her stomach expanded further to the size of a large beanbag before he finally stopped as he still had her gripped.

Spike soon pulled out of an unconscious Applejack who just slumped to the side with a pleased look on her face. He stroked his length trying to force what was still trapped inside his cock and he drenched her in his thick seed. Her tongue hung out of her mouth, and her stomach looked as if she could birth at least four foals within three days. Spike began to sniff the air when he felt another presence. The door behind him opened to reveal a figure walking inside. The figure walked forward to reveal Fluttershy walking inside to confront Spike.

“Hum Drum…” Fluttershy called out. “Um...I-I’m here to r-relieve you.” She said as she slowly walking over to him.

-Fluttershy-

Spike reptilian eyes scare Fluttershy for a second and she trembled in fear before getting more serious and walked toward him with more determination, never breaking eye contact. “Ok Hum Drum, you leave me no choose if you don’t let us take our friends away from you I will used ‘the stare’” She warned him.

“Good luck…” Starlight told her as she left and the door closed behind the individuals.

Spike roared at Fluttershy but she only remained calm and started to nuzzle him under his neck which result in the beast starting to calm down and even getting mellow. ‘It works, just like my animal friends!’ Fluttershy said in happiness seeing how her tricks when dealing with wild big animals were also effective against Spike. “There you go sweetie, there is nothing to be afraid off, we all friends here, oh yes we are, we all want to help you here.” She say as she increased the nuzzle and Spike’s leg even started to move happily in response. “Oh you are such a nice fellow aren’t you? A big nice good fellow.” she started to nuzzle him and kiss his cheek.

Fluttershy subconsciously started to increase the kisses until she realized she had given a quick peck on his lips getting his attention, both dragon and pegasus remained silent looking at one another when that happened, until in one sweep move and without any warning Fluttershy dove right into him and tackled the dragon into his back in an almost feral treatment, surprising both Spike and Stripes the moment it happens.

Fluttershy realised what she was doing and took some steps back in surprise “Oh my goodness! Hum Drum I’m so, so sorry, I…I don’t know…what…what came over me I…I didn’t meant to startle you, please don’t be mad.” She asked in worry as she got on all fours and took a step closer to the still confused and slightly daze Spike. Fluttershy was still in shock, but she flinched when she looked down and saw his member up close.

“W-wha…!” She backed away further and her eyes shrunk into pinpricks when she saw how big he was. “D-did I...do...that?” She asked herself. Her face was bright red from the masculine scent and there was marecum still coating his shaft. “I...I only... fell on him…”

She looked back at Spike. “S…so does that means that you are not mad at me?” Fluttershy asked, inching closer to the dazed drake and soon kneeling in front of his monstrous length. The veined monster was still leaking precum even after going three more rounds with Pinkie after her persona changed. ”It looks like it hurts.” She looked at it closer and gave it a small poke before turning to Spike. “Does it hurt when I touch it?”

Spike only gave a grunt confusing the poor mare. “Oh sorry, I understand you still can’t talk, what do you say if you just nod or shake your head” She pointed at his member “Does your p…p…penis hurt?” She said with a blush.

He simple nodded and she got worried. “You poor thing...” She said with worry before touching it. “Would it help if I try to calm it down?” He nodded again.

“S…so would you let me treat it?” He nodded one final time.

“O…ok, here I go, please tell me if I hurt you, I don’t usually do this with any of my animal friends.” She tells before she comes with something. “Oh but I have help Granny milk some cows before, maybe that could help?” She asked herself as she started to thrust back and forward Spike penis like she was milking it, before turning to the drake “Does this work?”

Some precum came out and Fluttershy smiled. “Oh, it’s working.” Spike looked as if he was still in pain. “Hum Drum what's wrong? It's not coming fast enough?” He shook his head.

“Oh my, but…what else I can do?” Spike smiled as he stood up before grabbing the butter yellow pegasus by the mane and guided her face to his member.

“Clean.” He simply said to her. Fluttershy stared at his cum coated cock for a few seconds before she opened her mouth.

“Clean? With what?” Fluttershy asked. He simply took out his tongue and made a suction expression making her blush.

“W…W…with my mouth!?” Humdrum... I…I can’t do it.”

“P…please…hurts.” He said with a tear on his eyes that broke Fluttershy’s heart. She finally sighed and then smiled. “Ok Hum Drum, for you, j…just o…one lick... ok?” She said lifting one finger. Spike nodded.

Fluttershy gulped and then got closer to his member, taking a sniff at his pre cum. “Oh...my…” Fluttershy face lit up as she took in his scent. She lapped up the bead of precum and she gulped it down. It tasted like a mix of saltiness with a trace of sweetness. She enjoyed the taste and gulped it out before looking at Spike with a smile and a blush. “It taste, funny but nice, you don’t mind if I take some more?”

Spike shook his head and she smiled. “Thank you, you are really sweet.” She got more confident and started to suck with more force from his member as she continued to milk him, slowly getting more aggressive on her treatment and subconsciously moving her hand to play with her marehood with his tail. Fluttershy flinched when his tail teased her slit. It only seemed to make her wetter as she was still wearing her costume. ‘Oh...goodness…’ she thought as she tried to take more of his member in her mouth and massaged his balls with her free hand. While Fluttershy was tending to Spike, the rest of the mares watching from the other room were shocked seeing Fluttershy getting so into it.

“It’s always the quiet ones…” Trixie mumbled to herself as she enjoyed the show.

“This would be the last thing I expected from her.” Starlight commented.

“No kidding.” Twilight followed. She couldn’t help but feel hot seeing Spike go at it with four mares without tiring. Rarity wasn’t far behind, and behind everyone else. Professor Stripes and Calm Breeze were pleasuring themselves with their fingers and with some blush on their faces.

“Professor…I don’t know how much I can take it, it’s getting really hot.” Calm Breeze said almost on a daze.

“Hang in there Breeze, this is the top of scientific discovery, we can’t allow ourselves to slip any single detail.” She said, trying to concentrate as she pinched her vagina making her flinch slightly before looking at the monitors.

Calm Breeze tried to resist but she only yelled after a moment. “I can’t take it anymore!” She then got down and crawled until she was face to face with Stripes vagina.

“Calm Breeze what are you…!Oh…oh!” Stripes needed a moment to register what was happening before sighing in bliss.

“Please professor, at least let me do this, you can use both hands while I take care of our heat.” Breeze told her before resuming her work.

Fluttershy was still doing her best to try and tend to Spike’s raging hard-on.

After a while Spike finally cums surprising Fluttershy but then she moaned when sampling his sperm and drinking all she can. Once she was done, she felt wet and hot and looking down, she noticed how her chest had some wet marks where her nipples were. Panting, she went to her zipper and started to pull it down “I’m hot…I’m really…really hot” She slowly took her costume off and sighed in satisfaction once complete nude. “Aw, that is better.” Still feeling pressure she looked down and noticed her nipples leaking some milk from it and then noticed Spike staring at her.

Confused and with some wonder she crawled toward him “Spike, my breasts hurt now, I feel like something wants to come out.” She got to his side and sat on her butt. She crossed her arms under her massive chest, pressing her breasts in his face. “Would you help me too?” She asked with a smile and blush on her face. Spike only gave a sly grin as his mouth latched onto Fluttershy’s right breast while his hands darted for her left breast and right butt cheek. She gasped in response and she couldn’t help but let out a soft, quivering moan.

Spike desired more of her milk as she tasted of fresh cream. Fluttershy moaned and stroked his length at a much faster pace. Spike continued to suckle from her breasts as he enjoyed Fluttershy’s creamy taste of her milk. The mare continued to moan as Spike’s tongue swirled around her nipples.

Fluttershy snaked her hands on Spike head and started to play with his scales a little, getting more and more excited. “Oh Hum Drum, do you know that dragons had an erogenous zone behind their ear near their scales. Everypony think that is a myth but I’m kind of curious if it true.” She said in a daze, getting horny by the minute, her poor pussy virtually leaking at this point in pre cum begging to be filled and the fire in her loins put down by his virile seed. Forcing his head out of her breast she brought Spike’s lips to hers and drank her own milk and danced with his tongue never breaking the kiss until her eyes rolled back.

“Ravish me, Ravish my naughty pussy like there is no tomorrow, you big viril monster!” She yelled at Spike with a crazy smile at him as she shook the poor dragon a little and increased the kiss.

Spike broke the kiss and turned them around as Fluttershy just looked at him with a smile. “Yes! Go ahead you glorious monster.”

Getting excited Spike stood up while Fluttershy just sat and got on all fours, presenting herself to him and giving him a sultry look as her tail spread her juices in the air for Spike’s delight. “Oh Spike, fuck me, fuck me hard! I’m…I’m a bitch in heat, please I beg of you! Mate with this slutty and horny bitch! Make my slut hole remember your cock, mark me as yours!”

Twilight looked at Fluttershy in complete shock as she just squeaked and shook her rump like she actually believed that she was a bitch. “Wha…how…why is Flu……Rager…”

“Oh...goodness…” Rarity added in response to see Fluttershy this way.

“It's always the quiet ones.” Trixie said with a smirk. “Trust me... I should know, I have been in show…and infiltrating in show business in a lot of occasion to know of all sort of sex crazy weirdos.” She said with a smile “I recall one particularly quiet magician that I took pity and decided to help him reach adulthood, needless to say the great and powerful Dazzling Mage, learn two things that day; One, always carried lube and two, be careful when giving permission of spanking.” She shivered at the thought “I saw some messed up things that day.”

“You should be careful on what partner you bring Dazzling Mage…” Rarity added as she shivered at Trixie’s memory. Trixie was about to say something, but a slutty moan brought them back to the monitor as Spike was now inside of Fluttershy’s marehood. Fluttershy’s body spasmed as she felt half of his length inside of her. Her marehood, burning his cock like he just put it inside an oven. Spike slowly started thrusting in Fluttershy’s tight marehood. Spike let out feral grunts as he gripped the butter yellow mare’s ass and slowly started thrusting into her tight wet tunnel. Fluttershy’s voice grew in volume as time passed on shocking the rest of Twilight and her friends that weren’t unconscious.

“YES! You beast, make me remember! Give it to me!” Fluttershy basically yelled in passion, drooling with a big smile as she felt her body enter a state of complete bliss while her pussy, different to the others, was busy milking Spike’s cock like there was no tomorrow.

“She’s also a screamer….” Trixie added as she watched Shy’s expressions. “She must be really pent up to leave her body unattended for this long.”

“I’m a bit surprise she’s not a virgin.” Starlight said, earning a curious look from everyone. “Oh don’t give me that. You all have thought about it at least once.” ‘This is the last thing I expected for Fluttershy.’

“She might’ve popped her cherry with a toy.” Trixie added. “This might be her first time feeling the real thing.”

“Do you really imagine Rager going into an adult store and buying a dildo?” Starlight looked at her with a raise eyebrow.

“Come on...doesn't everypony have at least one toy or a naughty magazine in their home?” She added with a smirk.

“Not Rager.” Almost everyone except Starlight said immediately. Their little talk was interrupted as Fluttershy suddenly got louder as Spike changed positions with his new playmate. Spike now had her against the wall and he held both of her plump ass cheeks, right onto her cutie mark. Fluttershy’s legs wrapped around the dragon’s back as she braced herself against the wall.

“YES! Give me more! Make me your Slut!” Fluttershy screamed as Spike heard Fluttershy begging for him to ruin her, so he showed no mercy as his cock pounded Shy’s quivering marehood, and Shy’s moans and screams increased in volume as his cockhead was pounding her womb. As Spike was pounding away at her quivering marehood, his eyes darted towards Fluttershy’s Huge breasts as they bounced wildly. He also noticed a white liquid leaking from them. Spike’s tooth filled maw opened up, latched onto one of her large jugs, and started to suckle. The sweet taste of creamy milk filled his taste buds as he suckled on her breasts in a rougher manner. Fluttershy grit her teeth when Spike bit down on her nipple, causing her to throw her head back and moan as she felt her entire body shake to the core as she rode out a nerve wracking orgasm. Spike groaned as he felt her marehood clamping down on him like a vice. Her juices splashed against his pelvis as her body twitched in pure bliss from his shaft hitting her in the most deepest recesses. She was still clamping down onto her and it became too much for the drake.

Spike let out a mighty roar as his cock throbbed and swelled from the pleasure. He hilted himself as far as he’ll go into her womb and Fluttershy orgasmed again as she felt her womb being flooded by Spike’s virile seed. She squirted even more of her milk as her stomach began to expand from the amount that Spike was giving her. What was surprising was the volume of his seed being bigger on release as her stomach immediately grew to the size of a beachball. Her tongue hung out of her mouth as Spike continued to fill her belly with his seed as Shy’s marehood was milking him for all he was worth. Fluttershy finally stopped clamping on his drakehood allowing the dragon to finally pull out of Fluttershy. Fluttershy felt Spike’s member leave her wet tunnel and Spike virile seed, gushing out of her quivering marehood. A large puddle formed under the lust induced Fluttershy as her face revealed how happy she way.

Spike looked down and saw that he was still hard even after cumming so much. He looked around the room to see that Applejack was still unconscious. He smiled as he was going to have another round with the farm mare. He took at least three steps toward her when he felt something grab his tail. Turning back around, he saw that Fluttershy was struggling to get up and she hugged onto his tail.

“M..more…” She begged, slowly crawling towards him. “I...want...more…” Hearts were in Fluttershy’s eyes as she stared at Spike’s still throbbing erection. Spike smiled as he saw how submissive Fluttershy was being. She wanted more and he was going to give her more. He stood in front of a lust induced Fluttershy who dove towards his cock and vigorously blew him for all he is worth while at the same time stimulating his balls. Spike confidence soon was replaced by surprise and then bliss by the shock of pleasure he was receiving, Fluttershy not giving him any time for breath as she continued to press all the right buttons and making his legs go weak until he couldn’t take it anymore and orgasmed with such force he fell into his butt.

“Oh Hum Drum~” Fluttershy virtually purred like a cat, her eyes now resembling a cat like shape as she slowly approached him. “There is still a place that needs your attention.” She crawled to him until being on top and holding his member she guided his shaft into her other hole, shivering and growling the moment his tip made contact.

“Rager is…growling?” Twilight asked in surprise as Trixie snickered.

“I always knew that she had an animal side.” She remarked as she continued to enjoy the show that was before her.

Licking his check like a cat, Fluttershy moved her hips down and pressed his cock right into her plot hole making her shiver and roar like a beast in heat while her juices and part of Spike own juices drenched them together. Spike taking advantage of the position also decided to suck her enormous breast and take as much milk as he can. Both surrendering fully to their animals instincts, while trying to milk the other dry.

“Hey Rager…” Applejack called out making the other two individuals turn in her direction.

“Y’all got room for another?” She added crawling over to both of them and Spike’s seed slowly making a trail from her marehood. “I feel like havin’ another go at this stud here.”

“Well of course.” Fluttershy added in a seductive tone. “Never did a threesome before, so why not now?” She then turned to Spike whose smile grew. “And it looks like he’s okay with it.”

“Y’all thirsty?” Applejack said in a seductive tone, pushing up both of her breasts in front of Spike. “Y’all must be tired from all that ruttin you were doin’.” Spike didn’t even have to say anything as he grabbed Applejack in his claws. He opened his tooth filled maw and suckled on Aj’s breasts while Fluttershy was preoccupied with his member.

“Now it turned into a threesome.” Trixie said as she watched through the monitor. “Wonder what else is gonna go down.”

“Is anypony else feeling a bit…hot?” Rarity asked with a blush while trying to fan herself from her body suddenly heating up.

“Not really…” Twilight said, but she suddenly felt the same heat from her body. The remaining girls soon felt the same heat.

“W-what’s going on?” Starlight asked. She suddenly saw the same smoke that Spike spread coming from the vents. “Stripes what is that?” Starlight said as she pointed to the gas coming from the drake.

“Hmm?” The question got clear in her mind and she inspected the monitor closely to determine the gas. “I’m not completely sure.” Imputing a command she switched the camera to a scanner to have a clear look at what the gas was until her eyes widened and she closed the gas vent. “It's the aphrodisiac! How did I not see it?! Hum Drum is sweating the drug, and exposing us to it.” She turned to the latest victims of Spike, “No wonder they were so willing to be broken.” She got worried and stood up while putting her assistant away and addressed the others, not realizing that she no longer had a skirt or even panties.

“I have no regret what so ever.” Dash said with a happy daze as she eyed the professor. “And can’t say I don’t enjoy the view doc.” She said with a smirk while admiring her wet and shave pussy.

“We need to do something quickly.” Stripes said as she fought her assistant who wanted to resume her erotic job. “Breeze, take Filli-Second and Zapp to the infirmary and scan them for contamination, quick!”

“But Dr. Stripes-” She pouted until Stripes glared at her.

“Do as you’re told, before I put you in quarantine myself.”

“U-Understood.” She said, recovering some of her senses and taking two stretchers with wheels on it to pick Rainbow Dash and Pinkie Pie and moved them to the next room where Mane-iac was still being treated.

“Hey Breeze, you seem a bit stressed why don’t you let me help you?” Dash asked her with a suggesting tune making her gulp before resuming her work by placing both Pinkie and Dash in different capsules and started it so they can be showered.

“You don’t really mean that Zapp, you are just delusional by the…by the gas.” She told them with some fear before she let out an ‘eep’ when Dash grabbed her ass.

“Don’t tell me that you are not interest, don’t think I didn’t watch you eat old doc just a moment ago. Seems like you really wanted to finish the job.” She spread her legs and used her fingers to spread her vagina to present her leaking marehood. “Care for a cream pie?” She said, licking her lips.

Breeze noticed that and soon found her entrance inviting and almost calling for her as well as feeling her whole body extremely hot and her clothes really tight. She was about to let her instincts win but eventually she shook her head and took a hose nearby before approaching Rainbow Dash.

“Hey what are you…AH! Sweet mother of Celestia pussy!” Dash asked first in pain and then in bliss as Breeze just shoved the hose into her pussy. “It's cold.”

“Please just don’t fight it.” She said in alarm as she started the machine, which soon started to suck Dash’s sperm from her system making her stomach gradually return to normal, but not before she took Breeze’s head and gave her a violent kiss square in the lips and held her in place as she french kissed her.

She fought her off as best as she could before activating the capsule and forced Dash inside to release her from the cold shower and cage her inside the capsule. “You tease.” Dash said with a smirk as she looked at Breeze panting on the floor with a giant blush on her face.

With Dash secure she moved to Pinkie and, taking another hose, she proceeded to clean her up as well, but when she put the hose inside her Pinkie, or rather Pinkamena, woke up and put their foreheads together, while sporting a wicked smile with hearts on her eyes. “Hellooo nurse.” Before Breeze could react, Pinkie dragged her inside the capsule and jumped out of it before trapping her inside and started the washing process. “Oh you meany little nurse, trapping us in those capsule without letting us have some fun” Pinkamena baby talked to her before going to Dash and releasing her, “We will have to teach you a lesson.”

As Dash got up, Breeze couldn’t help but sweat as the machine had done quick work of her clothes, and she was left naked and vulnerable, while the 2 naked mares approached her with a predatory grins with hearts on their eyes and licking their lips. Breeze would never admit it but her marehood was also getting wet in anticipation.

“Try to relax and enjoy what we have to offer.” Pinkie added with a seductive grin.

“And we’re going to be here awhile.” Dash added as they continued to molest the poor earth pony.

-Some Time Later-

“Wow, two hours in an they're still going at it.” Trixie commented as Spike was still pounding Fluttershy into a quivering mess. Her stomach was bloated to the size of a beach ball, and Applejack wasn’t far behind as her belly was looking on the same scale with Fluttershy, wanting another round with him decided to grind her marehood against his tail. Spike didn’t seemed to mind as both mares soon started to make out with each other and they ground their marehoods against his length.“Gotta admit, they sure are committed.”

“Don't forget,” Stripes explained as she was fully clothed and carried a clipboard in hand. “It’s because of the effects of his gas why they are like this.”

“I’m amazed they haven’t gone pop yet.” Starlight added in amazement and fear hoping that it wouldn’t come to that.

“Hopefully that won’t happen.” She added. “Breeze, could you check on Zapp and Filli-second and see how their conditions are?” There was no response from the cream earth pony. “Breeze?”

“Where is Calm Breeze?” Starlight said and the rest of the mares noticed that she’s gone.

“It shouldn't be taking her this long to check with Filli-second and Zapp.” Stripes said, groaning in response.

“Do you want one of us to go check on her?” Twilight asked. ‘Anythings better than watching this’ She thought.

“I would appreciate it Matter-Horn.” Stripes added. “Hope she has a good reason for me not to chew her out right now.”

“I’ll go with her.” Starlight added.

“Good luck to the both of you then.” Stripes added, getting behind her desk and looking at Spike’s vital signs as he was busy with Applejack and Fluttershy. Twilight and Starlight left the group that were still worried about Spike. Trixie slowly trailed behind the girls leaving Rarity alone.

“Twilight wait.” Trixie called out. “I want to go too.”

Twilight just turned her head, glaring at the show mare. “I think you already did enough Trixie.”

“But….”

“No buts. Thanks to you 4 of my friends have their bellies turn into bowling balls, Spike is a mindless beast, and I probably will never be able to see them the same way ever again!”

“I’m sorry for what I did.”

“Sorry will not be enough Trixie. Because of your prank we all in danger, and Celestia knows what will be of Spike. He is my first friend Trixie, my number 1 assistant, and thanks to you he might want to return to Canterlot and never talk to me ever again, so I’m sorry if I’m NOT in a forgiving mood right now.”

Starlight looked at Trixie with sadness before looking at Twilight. “Twilight I think you are being too harsh right now.”

Twilight tried to say something but she interrupted. “Let me finish.It’s true that Trixie started this, but we are all in blame. None of us saved Spike despite being able to do something. She wants to help as much as the rest of us and she feels bad for what happen too, right Trixie?”

“Well of course I feel bad.” Trixie said. “I may not have been the one to throw Spike in that tanker, but we are all at fault for what happened.”

“You particularly.”

“Twilight! Do I need to remind you that you aren’t perfect either?”

Twilight sighed and pinched the bridge of her nose. “It will take time for me to forgive you completely, hell Spike my now be doomed to never have a marefriend now that his penis can be used to actually split a mare in two, or make her pop like a balloon.” Twilight shivered at the thought “But you are also wanting to fix this problem, so I can’t really be stubborn and not let you help. I can give you a chance, I suppose, but after all this is done, we will have to have a talk about pranks. AND you, Starlight, and me will work FULL time until we find a way to ensure Spike does not kill a mare when having sex.”

“What? But what about my performance and…”

“FULL time.” She threatened, poking her chest and she gulped. “Understood?” Twilight added in a dark tone and Trixie nodded rapidly.

“Good, in that case, let's go see what happen to Calm Breeze.” Twilight said as they approached the infirmary and knocked on the entrance in search for Breeeze. “Calm Breeze? Are you ok? You left a really long time ago and then-!!”

They all froze after opening the door when they saw the image in front of them. Both Pinkie and Dash were on top of Breeze with Pinkie scissoring her abused marehood, making their pussies leak as well as Pinkie milk while Dash has forced Breeze to eat her up while massaging her breast.

“By the stars!” Twilight got alarmed and goes to her rescue, pushing Dash away while Starlight and Trixie head to Pinkie who didn’t want to separate from her partner. “Pinkie no!” Starlight said as they tried to spread them apart. “Let her go.”

“But I still want to party.” She said in a daze.

“I wasn’t done yet.” Dash added.

“Oh yes you are. You two aren’t even realizing what you are doing!” Twilight told them.

“Oh I know something, it’s so... awesome.” Dash turned to Twilight and bit one of her nipples. “And you would love it too.” She turned to attack Twilight but she acted quickly and levitated Dash away and tosse her into one of the capsules.

“Twilight wait!” Dash try to get out, but Twilight sealed the capsule and started the process to clean her up again, cranking the level to ten so she couldn’t move.

“Stay there and let the water clean you of the toxins.” Twilight said with a sigh before turning to her friends and see how they were holding up with Pinkie. Unlike Dash, Pinkie acted almost immediately and like a seeker missile she trapped Trixie in her mouth and was trying to eat her up while placing a hand in her rump while the other found its mark on Starlight’s crotch, and she was in the process of fingering her, finding both mares g-spots in an instant and started to work furiously on them. Both mares would’ve been fighting a losing battle had Twilight not said something.

“Pinkie, a cupcake has just been baked!” Twilight shouted.

“Where!?” Pinkie released her victims and look around, giving Twilight time to separate the two getting surprised. Twilight used a spell and knocked Pinkie unconscious before putting her in another capsule and sealed her as well.

“Oh gosh... this aphrodisiac is stronger than I thought.” Trixie said gasping.

“You’re telling me.” Starlight said as she and Trixie were trying to catch their breath. “That mare is impossible to keep down.”

Once that was done she looked at the poor naked Breeze who was shaking like a leaf. “Please miss, breath in, and breath out, I got you, you are safe now.” Breeze looked at Twilight and nodded before hugging both her and Starlight. Twilight and Starlight blushed in response when they felt her naked body between them.

“L-let’s get you some clothes.” Starlight stuttered as they left the room to join their friends, Breeze having to lean on Twilight because of her weak legs and still being in a daze from her two hour session “Is professor Stripes mad?” She asked with concern.

“Not anymore after we tell her what happen to you.” Trixie told her trying to comfort the poor mare.

“T… thank you.” She added.

“We better tell her what happened.” Twilight explained as they carry the assistant back to the group.

Author's Note

This was extremely long to write, and I still have at least nine more mares to work with. I'm hoping to get this done by Christmas at the latest.

To Sate A Beast - Part 2

-Part 2 Control Room-

“Is it safe for us to go in and retrieve Saddle Rager and Mistress-Marevelous yet?” Rarity asked Professor Stripes.

“Not yet.” Stripes explained as she kept an eye of Spike’s vital signs from the monitor. “So far he hasn’t shown any rage spikes, meaning our unconventional method is working, but we still need to make sure he will not get aggressive when he sees us.”

Stripes still looked unsure and thought about it before heading to the monitor. “There doesn’t appear to be any sign of change for Hum Drum besides more intelligence and the pink mist that could be the toxin exiting his body. Maybe he still needs some mating in order to return to normal. Fortunately his stamina must be more than depleted by now so another quick session could put him to sleep.” She smiled as she looked at Rarity.

“Its times to increase the heat. So far Hum Drum has only been mating with one mare at a time because he might attack if more appear, but now that he is weak two mares could easily overpower him and finish returning to normal.”

“We must act quickly before he regain his bearings.” Rarity told her. They soon heard a door opening behind them to reveal Twilight, Starlight, Trixie, and Calm Breeze entering the room.

“Hey girls.” Starlight said.

“How are Zapp and Filli-second doing?” Rarity asked.

“And what happened to Breeze?”

“Filli-second and Zapp… got a little too frisky with her after Filli-second woke up.” Twilight explained.

“We had to go in and get both mares off of her.” Trixie added.

“That would explain why you were gone for so long.” Stripes said as she walked over to her assistant. “Had I known what was going to happen at that moment, I would’ve sent two of the Power Ponies with you.”

“C-can I get some clothes p-please?” She stuttered.

“Everyone, wait here. I’m going to take my assistant and we will be back shortly.” Stripes explained as she took a shaking Calm Breeze and left to another room.

After they left, Twilight turned to the girls and said, “Okay, it looks like they're gone.”

“So how do we decide on who goes next?” Starlight asked turning to Rarity.

“I’m not sure darling.”

“I think that three of us should go in.” Trixie suggested with a smirk, making the other girls look in her direction.

“What exactly do you mean by three of us?”

“I think if three of us go in,” Trixie added. “We’ll have a better chance of getting Applejack and Fluttershy out of the room, while one of us keeps him busy.”

“Trixie,” Twilight said as she walked over to her. “That may have been the smartest thing you’ve said all day.”

“Why thank you,” Trixie said, but she opens her eyes as she caught onto what Twilight said. “HEY!”

“Well, how do we decide on who pleasures Spike first?” Starlight asked.

“Trixie suggests drawing straws for it.” Trixie said.

She looked around the room for anything she could use as straws, and she spotted a broom.

“This will be sufficient for the straws.” Trixie said as she grabbed the broom. She then removed several straws from the broom, and held them in her hand.

“Trixie will now explain what is to be done.” Trixie said as she went back to the girls. “Everypony will draw straws. The one who draws the shortest straw pleasures Spike first. The one who draws the longest straw stays here.”

“Okay then.” Twilight added in response and each of the girls surrounded Trixie. “I think we can abide to your rules.” Each mare soon closed their eyes and took a straw from Trixie’s hand. They each pulled up the straw and when they opened their eyes:

Twilight looked at her straw with a little relief. She had drawn the longest straw, which meant she would be going last.

Trixie and Starlight were relieved to see that they had drawn medium straws. This meant that they were getting AJ and Shy out.

Rarity gasped. She had the shortest straw, which meant she had to pleasure Spike first.

“Oh...dear…” Rarity said, a little distraught as she was the next to go. “I guess I’m...next.”

“Okay, we’ll go get Applejack and Fluttershy out of the room and into the infirmary.” Starlight added. Before Twilight could say anything a throaty moan was heard from the monitor. They all quickly looked at the monitor. Spike was gripping the farm pony’s ass as he was releasing himself in Applejack while Fluttershy was behind him staring off into space and her face showing that she was lost in pleasure. Applejack’s belly was now the size of a beanbag as Spike continued to pump more of his virile seed inside of the lust dazed earth pony. Spike looked like he was finishing up as Applejack passed out again with her cum bloated belly the only thing supporting her on the floor. Spike finally felt himself spent as he pulls out of her, and he falls backwards, lying on the floor.

“Look’s like they both reached their limit.” Starlight said in response.

“Then we better move now.” Rarity added with worry in her voice. And with that, the girls went to the sealed room and opened the door, hoping that their friends were okay.

Spike laid on the floor, feeling the need to rest after fucking at least four horny mares within a six hour period. He suddenly heard the door open in front of him and another mare walked in the room.

-Rarity-

“Spike darling.” Rarity called out. “I will be your last mate for the time being.” She slowly walked over to Spike and crawled on top of him. The drake was confused by this but he couldn’t move around much with the amount of mares he had just screwed. Rarity couldn’t help but blush after feeling his raw muscles up close.

‘Celestia...he’s ripped… more ripped than any other stallion I’ve met…’ Rarity thought to herself. While she was distracting Spike, Starlight, Trixie, and Twilight sneaked in to get AJ and Shy out of there. With a little magic they levitated the lust dazed duo off the ground and back into the main room.

As they did so, AJ moaned, “More….give me more.” After she finished saying that, she reached out to grab Trixie, and succeeded in grabbing her by the breasts.

“Hey!!” Trixie shouted. “Trixie’s breasts are not to be groped.”

Shy reached out at Starlight upon hearing Trixie’s shout, and grabbed Starlight’s butt with lust.

“F-Fluttershy!! What’re you doing?” Starlight asked in shock. Shy reached out with her other hand and grabbed Starlight’s head. She pulled into Starlight’s ear, and started nibbling it.

“Hey, what’s wrong with them?” Trixie asked as Applejack puckered her lips to try and kiss Trixie. This would’ve continued had Twilight not separated the lust dazed ponies from Starlight and Trixie via magical means.

“They've been in there for too long and Spike’s aphrodisiac gas was affecting them.” Twilight explained as they ran through the halls of the HQ and into the infirmary. “They need to go into the chambers to not only recuperate, but to purge them of the gas in their bodies.”

“Something we can arrange.” Said a voice from behind them. The girls turned to find Professor Stripes and Calm Breeze (Fully Clothed) returning to them.

“Professor.” Twilight said.

“What took you so long?” Trixie said, a little disgruntled with the fact that she was groped by a certain farm mare.

“Trying to calm down my assistant after being attacked by two of your teammates.” She said in a calm tone. “Where is Radiance?” She asked noticing that Rarity wasn’t with Twilight.

“She went to deal with Humdrum.” Starlight said. “I think he’s tired out to the point where she can handle him by herself.”

“That’s good.” Stripes then looked at Applejack and Fluttershy. She then turned to Trixie and Starlight. “Mage. Mare-Do-well.” She called their names.

“Yes?” Starlight asks as she and Trixie walk over to her.

“Seeing that last incident with Filli-second and Zapp caused my assistant to be molested, could you assist me in taking these two to the healing chambers in the infirmary?”

“Sure.” Trixie said in response.

“Works better that way incase these two get a little too frisky.” Starlight added as she, Trixie, and Stripes took the lust dazed Applejack and Fluttershy to the infirmary, leaving Twilight and Calm Breeze alone.

“How’re you feeling?” Twilight asked, turning to Calm Breeze.

“A little better thanks to you.” She answered in a more relaxed tone. “Thanks for helping me after that ‘incident.’”

“Don’t worry about it.” Twilight said as she rested a hand on Calm’s shoulder. “You needed some form of understanding, and I did the best to help you out.” Breeze smiled and hugged Twilight, making her blush a little. “Let’s check back to the main room and see how Radiance is doing against Hum Drum.”

“Okay.” Breeze said, letting go of Twilight and they both returned to the main hall to see what was on the monitors.

Meanwhile, Rarity was grinding her bubbly rear against Spike’s length, making the drake growl in response from feeling Rarity’s soft cheeks against his throbbing length.

“It’s okay dear Hum Drum,” Rarity said in a rather saucy tone. “I will make you feel much better.” She proceeded to grip Spike’s length with her soft butt cheeks and leaned in a little closer to feel his chiseled muscles against her soft body. Rarity couldn’t help but moan a little as despite his monstrous appearance, he could beat any stallion in body shape as he had the perfect figure to back it up.

‘I must say, even though we need to do this in order to help Spike, it would be a shame to not see him like this again.’ Rarity thought as she leaned in and licked across Spike’s chest. ‘I might as well make this last since I may never get a chance like this again.’ Rarity added. She wanted to at least tease him a little, but a sudden yank on her tail makes her yelp in response as she was pulled downward.

“Ow… you don’t have to be so rough… oh goodness…” Rarity’s voice trailed off from seeing Spike’s length. It actually looked much bigger up close than when she was grinding against it. It was still wet from his earlier fun with both Shy and Rarity, but she didn’t seem to care about that. She reached out and touched his throbbing length and a bead of precum dribbled from its tip. Rarity was baffled to say the least. Not many stallions would even come close to Spike’s size.

“You’re a big stud aren’t you?” She said in a seductive tone. “I think you require some special service.” Rarity told Spike as she undid the zipper on her back that held her costume together. Her costume soon fell to the floor and she held her arms behind her head as she gave Spike a flirty wink and her curvacious body was now on full display. She made herself more enticing by twirling around letting her curves bounce around. Spike’s cock grew stiff the more he watched the display.

“Well now, shall we begin?” Rarity said as she shook left to right making her round melon-like breasts bounce around in front of him. Spike drooled for awhile before trying to get up, only to be stopped by Rarity. “Now, now darling,” Rarity said holding up her right hand. “As eager as you are, I’d like for you to let me take over.” She added kneeling in front of Spike’s throbbing shaft.

“You have working your poor being to the bone.” She said baby talking to him, and then gave his shaft a quick kiss. “Now it's time for someone to treat you properly.” Rarity shifted her weight ever so slightly to where she leaned on his crotch. She caressed and massaged her boobs while at the same time, used them to trap his length in between her soft flesh domes. Spike groaned and Rarity could feel his cock throb in between her soft breasts, and a pearl shaped bead of precum leaked from the tip. Rarity’s tongue dragged onto his tip and lapped up the bead of pre that dribbled from his tip.

‘Hmmm salty yet enticing, like a mix of a really strong wine’ Rarity thought with her eyes starting to roll back. ‘I can get used to it, this taste, this length, if he can keep it up I will become his official wake up blow’ She said with a big smile as she finish savouring Spike pre cum.

“Hum Drum darling you simple taste divine, no wonder all the other girls couldn’t get enough of your glorious penis” She said as she nuzzled his member with a smile, her marehood getting hotter and hotter as she came up with an idea and stood up. “Oh my goodness where are my manners, Hum Drum I’m so sorry.” She walked toward him until getting her legs in between his head and started to crouch. “I have been eating like an uncivilized lady and I haven’t even offer you a ‘dish’ in return, that simple can not stand, as lady I must rectify my mistake.” She said before lowering herself while slowly crawling toward Spike’s penis which, by this point was now pulsating in anticipation. “Bon Appetit mon ami.” She looked back and gave him a wink before looking at his penis and put it in between her huge marshmallows so only the tip showed, which she quickly gave a long kiss before diving in and started to suck.

Spike took on Rarity’s offer as he enjoyed seeing Rarity’s dripping, and shaved marehood as her pubic hair was in the shape of a diamond. Spike’s mouth only watered as he opened his tooth filled snout and his forked tongue entered Rarity’s wet marehood. Rarity flinched in response after feeling his tongue enter her warm wet tunnel and gliding against her velvet walls.

In response and not wanting to leave Spike unappreciated for the treatment, she started to hum a tune and swirled her tongue on Spike’s shaft, the vibration giving him lots of stimulation as a response.

‘Dear Celestia…’ She thought as Spike continued to eat her out. ‘He’s different from any stallion that has had a taste of me.’ She continued her humming and swirling motions as neither partner was missing a beat. ‘I doubt any other mare could be able to handle him if he stays like this, any other mare except of course me.’ Rarity said with confidence ‘This virile penis is all mine and I will make sure to give its proper lube each and every single day and night’ Rarity looked up in thought. ‘Hmm I wonder if this is all Spike or is there some Applejack and Pinkie Pie, or any of the other girls mixed in too’ She asked, mostly to herself as her lust started to sink in little by little. ‘Maybe I can ask for a little taste?, I bet Dash wouldn’t mind one small little lick’

“Ok this is as unusual sigh.” Twilight said looking at the monitors.

“I know... it’s like watching some bizarre opera porno show thing.” Calm Breeze said looking at how in sync they both were, and in some erotic way almost looked like they were dancing a bizarre and weird slow balls.

“The effects must be wearing off.” She said with a smile “At first Hum Drum would have just attacked and subdued any mate he got, now he is showing restraint and you can argue kindness.”

“Check his vitals” Twilight encouraged Calm Breeze, who worked on the keyboard and scanned Spike before smiling in triumph. “He is almost complete purge, Radiance could easily finish cleaning Hum Drum.”

“That is some great news.” Twilight said in excitement

“Still there is the problem of the lingering side effects and the alert of a relapse, even after we are done we will have to test his body once more and see if he wakes up again.”

“That would be a problem if we’re not careful.” Said a voice from behind the two mares. Twilight and Calm Breeze turn around to see that Trixie, Starlight, and Professor Stripes had returned from the infirmary, only Stripes’ lab coat looked a little roughed up. Trixie and Starlight weren’t faring any better either as parts of their costumes were missing in certain areas.

“Are you all okay?” Calm Breeze asked.

“We’re fine Breeze.” Stripes said in a calm tone. “Marevelous and Saddle Rager just got a little too rough.

“What happened?” Twilight asked.

“I think Mistress Marevelous and Saddle Rager are affected by ‘Hum Drum’s’ ...ahem...Ailment.” Stripes added in response. “They both tried to jump me in a little unwanted threesome of theirs.

“Had to take the two of us to force them off of her.” Starlight groaned in response since her cape and part of her face mask was ruined.

“Rager bit me on my butt.” Trixie added, pointing to where Fluttershy bit her. Some fang marks could clearly be seen on the nape of her neck. “I had to hit her on the head with a nearby ashtray to get her off. She bites hard.”

“We did manage to place them in the healing chamber to hopefully pure them of the toxins in their bodies that’s making them act this way.” Stripes added as she slumped in a nearby chair, looking pretty exhausted from their earlier ordeal. “I hate to think what would’ve happened if I didn’t have Dazzling Mage and Mare-Do-Well for back up.”

“Trust me professor, you don’t want to think about it.” Breeze said with a shiver, the memory still fresh on her mind

“Please tell us you have good news?” Starlight groaned.

“We do actually.” Breeze said, and pointed to the monitor “It looks like Hum Drum is almost purged of the foreign elements in his body. There are still signs going off, but it's really small and Radiance is doing quick work of it. He is even acting more mellow. Maybe after her he will have complete healed.”

“That is good news.” Stripes said as she tried to take it easy. “The rest of you may not have to go into the room with him.”

“Yeah…lucky us.” Breeze said with a pause. “Say professor... Hum Drum may need a nurse on duty and be in a 24 hour watch. I know how busy you are and how the Power Ponies need to stay alert to protect the city, so I offer myself to look after his well beast, being! I meant to say well being.” she said with a chuckle and a small blush. Twilight and the others got a little confused by what she said.

“Breeze, are you alright?” Starlight asked, walking over to her and feeling her forehead.

Breeze shivered at the touch, and immediately removed her hand. “I’m fine, I’m fine.” She quickly said and cleared her throat, “Just a bit cold, and shaky after Zap and Filli-Second from that earlier incident. Just need to keep my mind busy, so let’s work on this.” Calm Breeze added. “Hey look, they are almost finished, so let's watch.” She told them desperately trying to change the subject. Twilight and the others looked at the monitor and noticed that Breeze was right. Rarity was still hard at work with Spike’s cock as she had nearly ten inches of his length in her muzzle while the rest was trapped between her rather bountiful chest. Spike was still enjoying the taste of Rarity’s marehood as fresh grapes danced along his taste buds.

Rarity was still hard at work with Spike’s shaft as she could feel it pulsating in her muzzle. Rarity could feel his length swelling slight in her mouth. Rarity knew what was coming, and was prepared for what was going to happen. The fashionista wasn’t far behind as she was close to getting off with how good Spike was with his tongue despite his monstrous appearance. Spike growled as his balls started to swell and make a few sloshing sounds and before Rarity could even try to ask if he was ready, she felt Spike grab her legs and his tongue dives deeper into her marehood to where his tongue was actually tasting her cervix. Rarity pulled up from Spike’s shaft and looked back at Spike with a blushing face.

“Ooh you naughty boy…” Rarity moaned as she tried to stifle another moan after feeling his tongue hit her sweet spot. “Two can play at that game.” Rarity called out as she dived back onto his shaft and her hands actually went for his rather large balls. Spike felt Rarity massage his swollen nutsack, and he couldn’t hold back a growl of arousal. Rarity saw this as a sign of approval and got back to her routine of pleasuring his cock. Rarity went as far as to try and take as much of his cock as possible.

Soon he let out a low roar, and his cum burst from his tip. Rarity gurgled and sputtered as her mouth was flooded with his thick creamy seed. She ended up cuming too, soaking Spike’s face as she gasped and breathed for air after drinking all of his cum. Turning around, Rarity laid on top of Spike while waiting for the afterglow to pass, while holding Spike hands and humming in satisfaction. “Oh darling you were so were perfect back then, that tongue of you is a miracle worker” she said before biting the air near his face and growling in desire. “Was it great for you too?”

Spike could only nod and shudder when he felt Rarity’s leg massaging his penis, coercing him to speak. “Say it.”

“It…was.”

“What was Hum Drum? You need to be more clear” She said, increasing her rubbing.

“Was…good.”

“Just good? Hmmm?” She kissed his check in a teasing matter

“Was…glorious.” He finally said with a blush on his face.

Rarity only giggled in victory and snatched a quick peck on his lips “Oh you tease.” She joked and laid once more on him, stopping the rubbing, but used her magic to guide his free hand so he could have a grope of her voluptuous rump.

Rarity faked surprise and arced her back giving Spike a nice view of her boobs, her purple nipples growing stiff out from excitement.

“Hum Drum?! Aren’t you getting a bit ahead of yourself?” She said, like a roleplay where she was a shy and reserved lady and Spike was a pervert.

“Well I never, if my father were to catch you now, he will certainly would throw you to the dogs.”

Needless to say both Spike and the others watching the show were fairly confused. “What is happening? What I’m looking at?” Trixie asked in confusion.

Twilight finally understood and pinched the bridge of her nose “Of course she would be doing that… Ra…Radiance has always being kind of dramatic so of course she would be into role play.”

“Don’t you think this is not exactly a good place for roleplaying?” Stripes asked, confused.

“Shhhh! I think they are about to start the good part!” Breeze said getting excited at the show.

The others looking at her confused while she ignored the stares and just started to watch the show.

“Calm Breeze, are you certainly sure you are ok?”

“Yes I’m sure doctor.”

Stripes didn’t buy it and tried a test. “I’m secretly Mane-iac’s twin sister and all this time I was pretending to be on your side for an evil plan.”

“That is good professor.” She said not even reacting.

“Aha!” Stripes pointed at her waking her from the trance. “You are contaminated too.”

“Wha…wha…what do you mean professor I’m…I’m fine.” Breeze said with a blush and sweating bullets. Stripes only raised an eyebrow and just decided to grab the shoulder of her shirt and show some elbow. Breeze looked at that and sweated even harder before jumping at her like a wild animal only for Twilight and Starlight to catch her and put her inside a magic bubble. “Just as I feared, her judgment has gotten clouded, just like with the others.”

“So it’s affecting her like it affected our friends?” Trixie asked.

“It appear so, but in a smaller dose, she still has some control on her, but we still need to do something.” Stripes said in worry while looking at her assistant who was in the middle of a strip show. “Perhaps a mild sedation would work better for her. She can regain her self control and if she loses control again, we can apply a second shot.”

“Would this also apply to our friends if we let them out?” Twilight asked.

“Hard to say since they’ve been with Humdrum much longer at different times.” Stripes added. “I’m going to take Breeze to the infirmary. Just call me back if you need anything.” She added as Twilight used a spell to put Breeze to sleep and the professor carried her unconscious assistant with her leaving the girls alone to look after Spike from the monitor.

Rarity looked down with a predatory smile as she lifted her hips and positioned herself until the tip of his member was kissing her lower lips.

“Oh you poor thing, so in love are you of this noble mare that you no longer care what the world says?” She very slowly started her descent making Spike flinch and clench his now free hands into the floor. “Your love burn so bright that you no longer care of the danger that you would face and are willing to fight the world if you need to?”

By this point his shaft was half way inside Rarity and even though her stomach was bulging a little she never stopped or increased her pace, but then suddenly stopped and forced him to look her into her eyes.

“Such passion and desire... such love and devotion... Oh Hum Drum even if we lived one world apart, I can’t ignore such bright and pure love! Please oh please you humble traveler! Take me now! Let us become one under the moonlight and to hell with what others say, let's show them what true and pure love looks like!” She said in an over the top and dramatic way as she slammed on him and took his full penis inside of her in one go. Correction: she tried to take his penis in one go, but only got two thirds of it in her body.

“OH CELESTIA!!!” Rarity screamed as she threw her head back as her entire body shook to the core riding out another orgasm. She had never taken a male this big before. Spike groaned in both pleasure and in pain from how tightly Rarity was clamping down onto him. It felt as if she was trying to suck the life out of him as a succubus would. After about five seconds, her walls were no longer constricting his cock, she looked at him with hearts in her eyes.

“Goodness…” She moaned as her body was trying to get use to his massive length. Her once flat stomach outlined the massive bulge Spike’s cock was making inside of her turning her mind dizzy. ‘You may be harder to tame than I thought Spikey Wikey.’ She thought as she leaned in close to Spike who was still struggling with Rarity’s marehood clenching around his cock. She could feel Spike’s dick directly in her womb and was loving it.

Rarity then whispered into Spike ear. “I bet this must be a dream come true don’t you Spikey-Wikey?” She said with a small snicker as she hugged his head. “You know, I suppose this is as good time as ever but I kind of always knew you had a small crush on me.” Rarity said as she start to move her hips while still having his member locked in her walls.

“At first I thought it was just cute and even flattering but there wasn’t any chance for it to happen. I even had a plan of setting you up with somepony nice and cute that I knew you would love, but know,” She stood up and looked at Spike in the eyes. “Now I think that Bon Bon can find a stallion for herself.” She said with a seductive smile as she took a greedy kiss. “Because I call dibs on you my knight in scaly armor,” She said before moaning as she started bouncing on his rod at a slow and steady pace, trying to get used to the feeling of his massive cock moving inside of her.

“Once this is over, you and I will go on a glorious and romantic date on ponyville and we will make that night magical.” She said with spark on her eyes as she visualized it. “Even if you don’t keep this body, I will still love you my sweet little dragon… You’ve really earned your princess.” She added in a seductive tone as she increased her bouncing onto his shaft. Spike threw his head back and his tongue hung out of his muzzle in bliss from how tight that Rarity was compared to the other girls he screwed. Rarity had to grip Spike shoulders for leverage as she was enjoying the feeling of Spike’s cock inside of her. From all of the stallions that she was ‘intimate’ with, they currently paled in comparison to Spike in physique and what he was packing. The bumpy ridges along his dick sent shivers of pleasure throughout her body each time she brought her hips down onto his raging hard-on.

“OH...GODDESS… YES!!!” She moaned as she hugged Spike close and started to ride him as if he was a raging bull. She let out another yelp when she felt Spike’s clawed hands grabbing her ass. She looked at Spike who was smiling as he tried to force more of his length in her.

“Spike...want...mare…” He growled. Rarity was about to say something, but she felt his lips smacking against hers. Rarity was taken aback by this, but she slowly sank into the kiss as he was timing his thrusts with her bouncing. She wasn’t sure where Spike was getting his new found lust from, but she was really starting to enjoy it. Their light making out continued on for several moments, not particularly caring for how long it actually went, while she let Spike move her at his own pace; calm, secure, but demanding and rough at the same time. She could feel him trying to plunge himself entirely inside of her in a similar manner his tongue had invaded her mouth and throat.

Her eyes snapped open, not really knowing when she had closed them, when she heard him growl, his tongue pulled back into his own maw, and his grip on her ass tightened. For a moment of clarity she knew exactly what he was going to do.

“SpikeeEEAAAAAAHH!” Rarity screamed in both pain and delight as Spike found the strength to properly impale her on his raging diamond hard phallus. Rarity felt an orgasm rock her from the moment their hips were conjoined. She had never felt so full, so heavenly stretched to the absolute brim and pass her own limits like this before. No stallion or toy could come even close to what she was feeling right now. She looked down at her bloated stomach; that monster of a cock forming an obscene bulge of love and lust. There was no way she would go back to petty, self-righteous stallions after this.

“Oh...Celestia…” Rarity moaned as her body wouldn’t stop shaking. She was actually close to passing out after Spike slammed her hips down onto his length where he was now balls deep into her vaginal walls. ‘This settles it...I’m never going back to a stallion again.’ She thought as she caressed her bloated belly. She doubted that any other stallion now would come close to pleasing her as much as Spike.

Spike suddenly dug his claws deep into her flesh, making her mewl and moan with a mix of pleasure and pain while trying to get use to the massive package inside of her. Spike lifted her up to where the tip was only left inside. Rarity was a little nervous as she thought that Spike was lifting her off of his cock, but her nerves were rocked to the core when he brought her back down on his shaft and she let out a yelp as she felt his cock pushing against her insides. She didn’t know what was more crazy; the fact that she was acting so slutty right now, or the fact that she wasn’t gutted by Spike’s gargantuan cock. She really didn’t care as her thoughts were more clouded by her lust as Spike repeated that said motion of raising her up and bringing her back down onto his shaft over and over again. He would groan as each time his cock entered the lust dazed mare, her velvet walls would clamp down onto his cock like a vice for a brief second before letting go. Rarity’s moans sooned turned to carnal screams as she was greedily gripping Spike’s cock each time her hips conjoined with his.

“YES!! CELESTIA YES!!” Rarity shouted as she was going through mini orgasms and her juices drench Spike’s crotch. Spike was enjoying Rarity’s dripping cunt and his hands soon travel upward and massaged Rarity’s wonderful breasts. She yelped when Spike was biting down and sucking on her sore nipples making her squirm and squeal in pleasure. It only made her want to milk Spike’s cock even harder. They were at it for several minutes and Rarity felt like she was having the time of her life.

Spike was enjoying Rarity bouncing on his now pulsating cock, but his gaze drifted to Rarity’s horn as it was starting to fire strange sparks from its tip as it gave off a faint blue glow. Rarity was too deep in pleasure to even notice, but it only furthered Spike’s curiosity. He leaned forward towards Rarity’s horn, opened his toothy maw, and his tongue glided against the bony appendage.

This seemed to trigger a reaction from Rarity as her eyes grew big, she let out a loud moan and her marehood clenched down on Spike’s cock for about how many times it’s been. Her body rode out another orgasm and Spike suddenly taste a slimy yet smooth substance that was very sweet. He pulled away from her horn and savored the taste and the texture that strangely felt like jelly. Spike suddenly grinned as he felt himself recover some of his lost stamina. He suddenly growled and pulled his length out of a lust dazed Rarity who in return, gave off a moan of disappointment.

“D...darling...why...did...you...pull...out…?” She asked, turning to Spike. She was panting and had a loss of breath, but she soon noticed Spike’s feral smile. She soon yelped as Spike forced her onto the ground.

Positioning himself behind Rarity he lubed his penis with her drenched vagina before going to her anus and started to lube that as well. Rarity flinched and moaned in anticipation the moment Spike started to tease her and barely touch the entrance of her glory hole before getting surprised when he felt her magic holding his penis in place.

“Spikey I normally will be all for role play and romance before action, BUT MAMA NEEDS COCK RIGHT NOW!” Rarity screamed with all her force with hearts on her eyes before slamming Spike cock all away inside her glorious hole, which held his member like a vice and she rode another glorious orsgasm.

Spike was much rougher with Rarity now that his stamina recovered so quickly. With a combination of yanking on her curled purple tail, and going balls deep in her ass, it became too much for her. Her tight butthole clamped on Spike’s cock, and in return, Spike let out a loud roar as he pumped Rarity full of his virile seed. Rarity let out another moan as she rode out another orgasm and her stomach expanded to contain all of his thick spunk. That wasn’t all that happened.

Her marehood flooded like a waterfall and as she arched her head back, her horn suddenly sparked and fired a magical beam that hit Spike square in the chest. Spike got blinded by the flashing light for a few moments before it finally faded. Rarity fell forward, completely lust dazed, and her stomach looked swollen to almost the size of a beach ball. She did look behind her and noticed not one Spike, but three horny Spike’s with raging hard ons and they smiled while looking at her. Rarity didn’t falter though as she looked at all three males with lust in her eyes, all while spreading her legs for them.

“If you boys are done staring at my figure,” She added with lust in her eyes, all while her anal creampie gushed forward. “Then come and get me…” She added. The Spike’s were about to do what Rarity asked, until the door opened behind them. Two figures were rushed in. When the door behind them closed, the light died down to reveal Starlight and Trixie staring at the group.

Control Rool-

“How is Hum Drum recovering so fast?” Twilight asked turning to the rest of the girls.

“I’m not sure,” Stripes said as she went to the monitor to check Spike’s vital signs. “I think it may have something to do with Radiance’s earlier orgasm. When Hum Drum licked her horn.”

“Is it possible that he can also drink magic?” Trixie suggested.

“It is an option. Dragons can absorb magic attacks easily. Although it's the first I heard of one actually drinking it.” Twilight said.

“Dragon?” Stripes asked confused. Twilight flinched at what she just said.

“It’s nothing. Just forget that last part.” Twilight said as they turned back to the monitor.

“This is bad. If that is true, then we will be going back to square one in minutes.” Stripes said in alarm. “We need to dry him of his energy faster.” She then turns to Twilight, Starlight, and Trixie “You need to step inside. If we act quickly we can subdue before he recover all his strength.”

“Then let us go.” Starlight said as she grabbed Trixie. “You said we had to go 100 percent on this. Before Twilight could agree with her, they heard Rarity scream and go back to the monitor. The moment the other Spikes appeared Stripes passed from alarm to downright panic and virtually shoved Starlight and Trixie inside. “Go, go go! One Hum Drum is bad, 3 is suicide Radiance doesn’t have a chance! You need to enter right now!”

“Wait! I haven’t-” Trixie tried to explain. But Stripes shoved them inside, and she locked the door from the console, leaving both Starlight and Trixie to deal with Spike.

-Starlight & Trixie-

The spikes soon heard the door close and soon discovered the two mares walking in, Trixie flinching and stepping back from the surprise while Starlight, now realizing what is happening, tried to approach them like Fluttershy did previously. “Hello Hum Drum, do you remember me? Its me Mare-Do-Well.” She said as she removed her mask so Spike could see her clearly. “I’m your friend there is no need to get aggressive.” She said, trying to calm them down as Trixie just hugged the wall in fear. The other Spike’s soon walked forward with how Starlight was reacting, but one of them stayed behind courtesy of Rarity grabbing onto one of their tails.

“Sorry Darling,” Rarity said in a lust filled tone while crawling over to the horny dragon. She grabbed and stroked his stiff length. “But mama is still in the mood for another filling, and I’m still not satisfied.” She then opened her muzzle and licked along his throbbing shaft, making the Spike she currently had calm down and stay with Rarity.

“That…that is ok, you take care of your Spike we will deal with the other two, let's go Dazzling.”

“No! The great and powerful Dazzling changes her mind... She is not yet ready.”

“Dazzling please... there is no time to argue.” Starlight tried to calm her down and grab her hand but Trixie only panicked and closing her eyes, didn’t know what she was doing so she cast a powerful illusion spell in all the room blinding everyone for a few seconds. When the spell finally wore off, everyone opened their eyes to only see a large smokescreen in front of them. Before Starlight could do anything, she felt something grab her cape and pull her away. Starlight was at first shocked, but turned around to see that it was Trixie.

“What did you do?” Starlight asked trying to find Trixie.

“Sorry okay?” Trixie shouted from across the room. “I panicked. I don’t know what he’s capable of like this.”

“He is also our friend and we already saw that he will not hurt us.” Starlight said with some anger while trying to find her.

“Debatable.” Trixie answered back.

Starlight sigh and shakes her head until an idea comes to mind. “Say, do you think you can make this smokescreen disappear? Maybe we could distract the Hum Drums a little so they become more mellow.” Starlight suggested.

“What do you have in mind?” Trixie asked indignantly

“Didn’t you tell me of some class you got for some Erotic dances?” Starlight asked. Trixie immediately blushed in response.

“Excuse me?” She said in a more serious tone. “That was only for an event and you swore that you wouldn’t tell a soul!”

“Trixie! Please, just do it!” Starlight said as she gripped her friend’s shoulders “It's either that or we lose our friend.Your choice.”

“Fine, fine you don’t have to threaten me.” She said as she clears her throat. “You owe me a big one after this if it works.” She added as she listened to Starlight’s plan and both mares were ready to go into motion. Both Spikes were still in confusion, but the third Spike was still busy with Rarity as she was against the wall with him as he was back to pounding her quivering marehood. The remaining two Spikes were about to go towards her when the smoke finally cleared up. They looked back to where Starlight disappeared and noticed a large stage with Trixie and Starlight next to each other. Starlight was more of a nervous glance with Trixie having a seductive look in her eyes.

“Hum Drum,” Starlight said, getting the attention of the clones. “Look at the pretty mares Hum Drum, they are all here for you and they want to give you a super special erotic dance.”

“Now Hum Drum prepare for the best and most glorious show you will ever have!” Trixie boasted at herself. “Profesor Stripes, play soft passion music.”

“What?” Stripes looked confused but Twilight took over.

“Don’t worry, I have this.” She said as she put the radio on and then put some low passion music to set the mood. Twilight knew what Trixie was going to do with Starlight so she thought something soft and seductive would match with their dance.

“I’ll start first.” Trixie said in a seductive tone when all she had to do was undo the zipper on her back, and let her purple corset fall to the floor, revealing a pitched black lingerie underneath. She held both of her arms under her chest as she leaned forward, mashing and massaging her plump breasts in front of the blushing drakes. Starlight watched as Trixie slowly removed her gloves next, and slowly tossing them to the side. “Hope you studs are enjoying the show so far.” She added as she finally removed her thigh high boots and tossed them to the side. Trixie could see that it was working since she noticed their raging hard-ons throbbing and leaking precum the longer they watched. Both even started drooling slightly as she teased them by slowly removing her lingerie and tossed at them which they both jumped for and tried to catch it like hungry dogs before growling at each other when they grabbed it and fight for the right of the undergarment. Ending in one of the dragons falling down and Trixie giggled at their display.

Not to make the other dragon feeling alone she tossed her panties at him and used her magic to place it on his head as she winked at him. The spike soon stood up with new vigor, as Trixie’s breasts bounced free. Trixie was actually getting excited from this since her light blue nipples hardened and her marehood leaked from excitement. The show wasn’t over yet as there was still another mare present to give them a show.

“Okay Starlight,” She said turning to blushing unicorn. “I think you’re next.”

“R-right.” Starlight stuttered slightly as she began to strip out of her costume. Starlight’s costume was a little tricky since she had a cape as well as it being skin tight against her delicate frame. But she managed to remove her cape, and find the zipper that help her costume together. She slowly stripped out of her Mare-Do-Well costume similar to how Trixie did with hers and set her costume to the side. The only set of clothes she had on were a set of lingerie as a light blue color. Starlight was nervous about this even though it was her plan to begin with, but she had to push forward if it was going to bring Spike back. “I hope this pleases you Spike.” She added, slowly removing her lingerie and setting it to the side. Both mares were now naked on the stage. Trixie had the bigger bust, but Starlight had the larger flank of the two.

“Alright Starlight, just act as if you’re looking into a mirror and follow my lead.” Trixie said as she turned her attention to the lust dazed dragons. Starlight did what she asked and both mares soon danced with the beat of the music playing from the intercom. Both mares motioned their hips to match up with the slow rhythm of the music as they inched closer to the dragon clones.

The Spike with Trixie’s panties drooled like a dog and started to head toward them but Trixie stopped him by placing a hand on his chest and lightly pushed him back. Surprising Starlight as she approached her.

“How did you know that would work?” She whispered.

“Trixie knows the art of seduction and teasing.” She whispered back. “Now don’t flinch and use your tail on Trixie’s body.”

“What?”

“Quickly, don’t break the illusion.” She warned her as Trixie got their bodies together and like she instructed, passed her tail to cover part of Starlight’s butt, making sure she was giving her back to the Spike who just got even more excited as Trixie passed her body all over Starlight and almost kissed her multiple times. “Do it.” Trixie ordered Starlight with some force and Starlight eventually comply.

Closing her eyes she used her body and pressed her body against Trixie while they both continued dancing, at some point the illusions even joined in and added to the show, Starlight moans completing the effects, resulting in all the spike’s heads to literally boil and start to steam. Even the Spike pleasuring Rarity was in trance at that and was about to join them when Rarity stopped him with a predatory smile.

“Oh no sweetie, you are MINE!” She said, forcing her current Spike on the floor and she ground her drenched marehood on his thick rod. “I’m still not satisfied darling, and you’re not stopping until I drained these wondrous jewel of yours dry.” She added massaging his massive balls, and dragged him into another greedy kiss. She soon slammed her hips down onto his rod and increased the thrusting on herself. Rarity let out mass squeals of pleasure as her hips conjoined with Spike as she was moaning her heart out from his massive dick inside of her.

‘I think Rarity is turning into a lust hungry Succubus.’ Starlight thought to herself. As she and Trixie were still in the midst of teasing two of the dragons currently in front of them. ‘At least she’s keeping the third one off of our tails.’

-Control Room-

“Ok, that is it. Matterhorn, you and your friends have been acting strange ever since you come back and each thing you do makes less sense than the last thing. Tell me what is exactly going on and I want the truth now.” Stripes said getting in Twilight’s face. Twilight sighed as she really couldn’t hide what was going on any longer.

“Alright.” Twilight said as she sat down in a nearby chair. “My friends and I are not the Power Ponies that you know.”

“That I got much with how you’ve been acting ever since you arrived with Hum Drum.”

“That’s also isn’t Hum Drum with my friends in there.” Twilight added, confusing Stripes. “His real name is Spike.”

“Spike?” Stripes was even more confused. “That isn’t a pony name.”

“He’s not a pony.” Twilight sighed as she looked at the door where Rarity, Starlight, and Trixie were still inside with Spike. “He’s a dragon… and he’s my number one assistant.”

“You and your friends sound as if you’ve been through a lot together.” Stripes said, placing a hand on Twilight’s shoulder.

“I’m really sorry for lying but we couldn’t tell you who we really were.”

“Why?”

“Because it’s complicated... Me and my friends are kind of borrowing the power ponies bodies.”

“You mean like parasites?” She inquired with a raised eyebrow.

“What? No! Nothing like that, we are also mares that came from another world that got connected to yours. Don’t ask me why or how, it will only give you more questions. We are just here temporarily borrowing your friend's bodies until a certain event happen. We don’t have control over this, and until we accomplish that event we are pretty much stuck here.” Twilight said. “I swear it’s the truth.”

“Can I at least know the name of the planet from where you came from?” Stripes asked as she sat back down in her chair.

“It’s called Hesperia.” Twilight answered. “The land me and my friends are from is called Equestria.”

Stripes nodded and sat down, trying to process all of this “And my friends, are they safe? Did you know if they are well…either with you or in that ‘Hesperia’ world you speak off?”

“Sorry I don’t really know, we only know that we need to complete our mission for us to go back, after that everything turns back to normal the only one that could have know more is well…” Twilight looked at the monitor and Stripes looked at Spike confused.

“Him?”

“Yes, you see Spike, he has known about the magic that brought us here in the first place, he was the only one that might have know more. I’m sorry.”

“It's ok, I appreciated your sincerity.” Stripes said before looking at the monitor and then looking down. Having a hunch she started the intercom. “Ah, mister Spike, can you hear me?”

“What are you doing?” Twilight asked.

“Trying to see if ‘Spike’ can be able to speak by now.” Stripes simple answered. “Spike, can you hear me?”The Spikes looked up in confusion before looking back at the show in front of them.

“She knows.” Starlight whispered to Trixie.

“I guess.” Trixie whispered back. “But it means we can use our real names now without a hassle. We’ll let the others know when they recover.

“Stripes he’s still contaminated. Until he returns to us, there is nothing to do.” Twilight told her while putting her hand on Stripes’ shoulder in an attempt to comfort her.

“Try saying that if you were in my shoes Hor…Twilight.” Stripes followed up a little irked. “How would you be relax if you don’t know if your friends are ok, or even alive and your only clue is a beast that literally can only think with his dick?”

“Don’t worry, they are ok.” Twilight said with a smile “And they will return as soon as Spike turns back to normal, I promise you, we will return them safe and sound.”

Stripes cleaned a tear and then nodded with a smile. “Thank you Twilight.” She then surprised her with a hug which Twilight returned after the initial surprise. Soon the moment passed when they heard another moan on the monitor making them break the hug and see what is going on. What was confusing to the girls is how the moan didn’t come from any of Twilight's friends. It came from Spike.

-Sealed Room-

“Too Easy...” Trixie said with a smug look as she was proud of what she had just pulled off, while Starlight stared in awe. As from the stripshow and the teasing, the azure showmare made both dragons watching them cum from excitement and they were now on their knees. Cum still dribbled from their tips as a large puddle of their masculine fluids was on the floor. Their raging dicks were still hard even after watching their show.

“I can’t believe my plan actually worked.” Starlight said in response.

“It’s only because you had the great and sexy Trixie to assist you.” Trixie added, turning to Starlight. “I think we now have an advantage.”

“What do you mean?” Starlight asked. Trixie soon leaned over to her ear.

“Your plan Starlight. If we can keep up our show and show them that we’re in charge,” Trixie whispered glancing back at the lust dazed dragons. “we can have their balls drained in no time.”

“I guess that can work.” Starlight agreed as she nodded her head.

“Good…” Trixie said with a sinister grin forming on her face.

“Why are you smiling?” Starlight asked as she was confused on what Trixie was planning. But she was going to get her answer in the next few seconds when Trixie gets behind Starlight and gropes her melons. “W-what’re you doing?”

“What’s it look like?” Trixie added in a teasing tone, massaging Starlight’s rack in front of the lust dazed dragons. “So long as we show that we’re in charge, they’ll do what we say.” She added glancing over to Rarity who was still bouncing on her Spike. “You see how Rarity is working with hers, so we have to assert a little dominance towards these two, and we’ll have their balls drained in no time.”

“If you say so.” Starlight added. As she let Trixie continue to grope her. Both of the copies were still awestruck as they stared at Starlight getting her rather modest breasts groped by Trixie.

“Come and get it boys.” She added and both dragons walk up to the stage. Starlight was getting nervous as both dragons were inching closer to them both, but Trixie pulled on Starlight's tail making her yelp in response as the showmare pulled her back right as they were about to reach.

“Hey Studs,” Trixie said to both dragons and they still looked at her in a hypnotic like state. Trixie stopped groping Starlight and moved away from the purple unicorn and began to massage her rack in front of the drakes. “The great and powerful Dazzling will assist you with your lust.”

Both clones started reaching out for Trixie, but Trixie slapped their hands away. “Now now my pet. Trixie will assist only one of you.” Trixie turned and pointed at Starlight. “And she will assist the other.” With that, Trixie grabbed Starlight face and pulled her in for a kiss, making Starlight’s eyes widen, and her cheeks flush neon red.

Trixie started probing her tongue at Starlight’s teeth, begging for entrance. Starlight, completely red in the face by this point, allowed her entrance. Trixie started groping Starlight’s breasts as she kissed, increasing Starlight’s pleasure. As she continued tongue wrestling with Starlight, she momentarily stopped groping Starlight, and motioned the clones to come over.

The clones walked up towards both mares and waited. “Just sit back and let us do the work.” Trixie said as she looked below their waist. Trixie was slightly scared as she hadn’t seen many stallions compare to Spike’s current size. Despite Trixie groping Starlight, she followed her gaze and was shocked with how big they were up close.

‘Oh Celestia!!’ Starlight thought, staring at them. ‘They’re so big!!’ Starlight felt herself become more wet at the sight.

‘Trixie doesn’t think she is ready for that.’ Trixie thought, staring at the large cocks.

Fearful of what the gargantuan dick could do to her, Trixie firmly pushed Starlight to the ground, getting a gasp from her.

“Trixie!! What are you doing?!”

“Trixie is scared at how big those cocks are, and she wants to keep them off us as long as possible.” Trixie whispered to Starlight.

The Spikes started to approach them, but the mares used their tails to stroke their lengths, causing the Spikes to moan in pleasure. Meanwhile, Trixie spread her legs and Starlight’s, and started to slowly grind her pussy with hers. As they scissored each other, their heads started feeling a bit fuzzy.

The Spikes became bored, and decided to speed things up a bit. They reached out, and grabbed the mare’s tails, startling them.

Trixie shrieked in surprise. She was certain that her plan would work. But all her plan did was just make the Spikes more horny. The Spikes pulled the mares to them, ready to mate. As they were pulled, Trixie and Starlight looked at each other, and gulped.

The Spikes picked them up, and placed them over their ready cocks. Before the mares could respond, they impaled the mares on their cocks with a roar.

“FUCK!!!” Trixie and Starlight screamed, feeling the enormous cocks fill them up to the brim. They knew then, that they were not going to be seeing stallions any time soon. Their marehoods clamped down onto the dragon cocks as they orgasmed so hard that they were seeing stars.

“F-fuck, how does he even walk with this monster?” Starlight groaned, her powerful orgasm having drained her.

“I-I don’t know St-t-tarlight,” Trixie panted, out of breath from her own orgasm.

They didn’t have a chance to rest though, since both dragons pulled the mares close to each other, and started thrusting inside of them. Both mare let out a grunt as they felt the cock tips ram into their cervixes.

“Uhn!! Uhn!! Uhn!!” The mares said, feeling each thrust. Both dragons weren’t even fully inside of them, but they could feel how big they were inside of their bodies. As the dragons continued to thrust, the mares started to thrust back, their minds slowly being overtaken with lust.

Meanwhile, Rarity was being ridden by Spike, her legs wrapped around him as he continued to thrust into her. Rarity felt Spike’s cock start to swell inside of her, and she loved the feeling!! She wanted him to blast a huge load inside of her womb.

“That’s it darling!!” She screamed, as she gripped him even tighter. “Give momma a good filling!” Spike could hear her begging. Spike growled in pleasure as he started to lose himself in the pleasure. With a mighty roar, he thrust into her, penetrating her womb, and came-HARD. He could almost see stars because he came so hard.

Rarity moaned like crazy and flung her head back as she felt her womb be filled with Spike’s fertile seed. Spike kept himself hilted into the lust dazed unicorn as he continued to cum into Rarity, her stomach began to expand at a rapid pace. Eventually, Spike stopped cumming, and pulled out. Rarity felt weak in the knees as she lost her grip on Spike and looked at herself, and saw that Spike had cummed so much that she looked 8 months pregnant.

“So...much…” She moaned as she reached out and held her stomach. She couldn’t stay awake after that and she passed out. Spike wasn’t showing any signs of fatigue and he noticed the other dragons pleasing two mares in front of him. He set Rarity down, and started to walk over to both mares who were currently pleasing their mates.

“Spike...want…”He growled. He paid attention to Trixie, who was currently being held by Spike as he was standing up and had her ass gripped as he thrusted inside of her. The real Spike watched her ass bounce each time the clone slammed her hips down. Spike stroked his length as he wanted more. Trixie was currently in her own little world while Starlight was trying to get used to a lead pipe being shoved in her marehood. She suddenly flinches when she felt something poking at her backdoor. She turned around to see that Spike was ready for another round, but it was where he was poking that had her nervous.

“WAIT, WAIT NOT AT THE SAME TIIIIIIIME!!!” Trixie yelled as she felt her asshole stretched to take in Spike’s rod. Trixie lost her mind as she was double impaled on the two rods. Her body jerked and spasmed as she rode out another earth-shattering orgasm that shook her body to the core. Her marehood and ass clamped down on both dragons, who groaned at how tight she was from their double penetration in the poor mare. Amazingly enough, she didn’t pass out, but she looked like she was about to from how big they were. With her mind clouded by pure carnal lust, she knew she was never going back to stallions after this. Both dragons soon started moving, making Trixie groan and moan in pleasure. She hugged the clone close, trying to get use to both monstrous cocks moving inside of her. The bumpy ridges of their cockheads were sending Trixie in a spiral of pleasure.

“F...fuck...Oh...Celestia…”She moaned. The feeling of being impaled made her mind go blank from the intensity of both cocks inside of her body.

Meanwhile, Starlight had almost gotten used to the giant cock in her marehood. The mare decided to change positions however. She shifted her weight, still getting used to his size, and was successful in changing her position. Her shifting in weight had caused the clone to fall backwards, leaving her on top.

“F-fuck… so… big…” She moaned trying to adapt to her Spike’s length.

Looking back she noticed Trixie taking both dragons that in turn concerned her, partly for her friend’s safety and partly of that being her next.

‘Oh no.’ She tried to go help but her Spike kept her in place and growled at her, thrusting again. Starlight flinched but then looked at Spike in anger. “Spike, I…I really want you to let go, I want to just enjoy…oh dear Celestia, but if two take or worse…three take a turn. I don’t think I will be able to survive.”

Her horn then started to shine. “And that is why, since you are showing no mercy I can’t show any restrain either. In a way I’m a bit happy, some of these spells were kind of dangerous and I was afraid to used them but you can take it right big boy?” She asked in a seductive tone. “In fact you would like me to try them…right?” She asked, passing her finger on his check while waiting for her Spike’s answer.

Her spike only nodded and lolled his tongue in anticipation. “Spike…want…trick.”

“Then close your eyes.” Starlight said as her horn start to shine brighter. “Trixie close your eyes too, I’m going to do something that will give us a boost of energy. Lets drain this dragons” She said with as much confidence she could muster.

“What... are... you... planning?” Trixie asked panting.

“Just trust me.”

Trixie was unsure but eventually nodded and closed her eyes as well, while Starlight cast a spell that covered the entire room in a white light. When it cleared, the spikes heard a growl and when they looked down they were surprised by the change Trixie and Starlight had. Both were still ponies but their arms now had scales and claws like them. Their backs had membranous wings, two big fangs appeared from their mouths and their hair was flying on a non existence wind. Not to mention that their bodies were now almost the same height as the same dragons.

The moment Twilight saw this she gasped and talked into the intercom. “Starlight is that... Oh Celestia, you learned that spell did you?”

“I’m sorry Twilight~ I just couldn’t resist~” Starlight said while looking at Spike with pure lust in her eyes, Trixie not fairing much different.

“What exactly did Starlight Learn?” Professor Strieps asked, turning to Twilight.

“The gerudo succubus spell. Starlight I told you! That spell was extremely dangerous. Didn’t you read the rest of the story, do you not read what happen to the mare that used it? She killed at least 10 stallions just trying to satisfy…”

“Her lust!” She finished while using her forked tongue on Spike. “Don’t you think it's fitting Twilight? Lust against lust. Like I said, Spike can take it now, and honestly I was just dying to try it. So please forgive me.” Both mares soon turned to the three Spike’s that were still burning with lust. Trixie could still see that both of the copies had her and Starlight’s panties on their heads.

“How about you handle the original and I’ll handle the clones?” Trixie asked, Starlight licking her lips.

“Okay.” She nodded. Both mares soon walked over to the dragons with a sway in their step. Trixie took the clones with her, while Starlight grabbed Spike and forced him onto his back.

“Get ready boys,” Trixie added, spreading her legs apart. “We’re going to be here for a while.” Trixie got on top of the second clone and aligned his raging hard on with her ass, while she motioned the other one towards her and aligned his hard on with her marehood. “Fuck me until I can’t walk for weeks.” She begged. Both clones abided to Trixie’s wish and thrust into the showmare making her squeal in delight.

“F-fuuuuuck…” She moaned as she felt both males entering her. Trixie no longer felt any pain, but only pleasure as she felt both males hitting her in her most deepest parts. But her anus and marehood had virtually turned into a hot iron, pressing both member in a vice so strong that the pressure could have easily chopped any other stallion cock in half and maybe even produce a diamond, not only that but she had also acquired even more control on her body and could willingly massage both drakes with her pussy and ass while milking them like there was no tomorrow. Shaking in pure pleasure Trixie grabbed the Spike with her panties and forced him into a violent french kiss in which she used her tongue like an anaconda and explored every inch of his mouth. The other Spike roughly massaged Trixie’s breasts as he railed Trixie’s ass like crazy.

“What is so dangerous about this spell exactly?” Stripes asked Twilight.

“Using the gerudo succubus spell causes the mare to gain the attributes of a succubus.” Twilight told her. “And the spell will only stop once the mare is fully satisfied.”

Stripes’ eyes widened at the revelation. “So, how many times do they have to cum to be satisfied?” She asked, a bit worried.

Twilight solemnly said, “They have to cum at least 3 times to satisfy them.”

“Three times?!” Stripes shouted. “They have to cum at least 3 times in order for the spell to wear off?”

“Pretty much.” Twilight added. “It’s why that spell is dangerous. The mare using the spell can possibly kill a stallion with fatigue.”

“Well, I think Spike will do just fine with them in his current condition.” said Stripes.

“Okay. But they're dealing with three dragons and both of my friends are Succubi.” Twilight remarked in a dull tone. “We can only hope that they don’t kill each other.”

Meanwhile Starlight was in the 69 position taking her Spike’s member like a champ. She managed to deepthroat him without breaking a sweat while Spike was eating out the lust induced mare. She was careful with her fangs as she continued to deepthroat Spike. As she bobbed on his cock, she wrapped her forked tongue around it, causing Spike to moan with pleasure into her snatch. Starlight grinned, loving the sensation of Spike’s moans in her pussy.

It was a rather intense orgy in the room, since neither party was missing a beat. The sound of flesh smacking echoed around the room.

Trixie could barely think straight. Her mind was clouded with lust, but she was able to speak. “Yes!!” She moaned, orgasming again. She felt the cocks inside her start to swell, signaling their oncoming orgasm. “OH YES!! Give me your cum!!!!” She screamed, her mind completely overrun with lust. The clones growled in response, and hilted inside her, their orgasms rushing through them. Trixie arched her back, feeling the cum coat her insides as she had another mind-shattering orgasm. The streams of cum continued to fire into her body, slightly bloating her belly. She moaned as their orgasms slowly stopped and they pulled out, leaving her wanting more.

Meanwhile, Starlight was sucking on Spike’s cock like crazy. She felt his member twitch, signaling his oncoming orgasm. She bobbed her head a few more times, and then deepthroated him, sending him over the edge. She felt his cock swell, and the jets of cum came pouring out. This of course causes her to cream herself on Spike, who greedily drank what she offered. She loved the taste, and wanted more!! She sucked on his cock, trying to drink every last drop of his delicious cum. As she drank his cum, she felt her stomach start to swell from the amount of cum he was releasing. As he stopped cumming, she pulled off of his cock with a loud Smack!!

When she looked up at him, there was a look of need in her eyes.

“Moooooore!!” She moaned lustfully. She reached over to Trixie, and brought her over. She twisted around so that her EE cup breasts were pressed against one side of Spike’s massive length while Trixie’s FF cup breasts were pressed on the other side, causing Spike to moan. They raised their asses into the air, and wiggled them at the clones, causing their members to twitch.

“Come fuck us.” They purred with seductive grins.

The clones quickly moved over to them, and ground their lengths against their asses. Both mares moaned in response as they licked along the sides of the originals shaft. It wasn’t long until they inserted their cocks into the mares, causing them to moan in pleasure. They enjoyed the feeling of being full again as both clones began to thrust forwards making both mares squirm and shudder in pleasure as they felt every inch of their lengths in their bodies.

Meanwhile, Spike started to moan as Starlight and Trixie put his cock between their breasts, and started moving up and down his length. Starlight and Trixie started kissing each other as they gave Spike a boobjob.

“Well that is one orgasm down.” Stripe said.

“Yeah but it's not done yet, the spell makes each orgasm harder to achieve then the last one. “They can last longer this time and the third one is the most dangerous, according to the report the mare took her last victims into the air, to mate while flying. It was both dangerous and intense.”

“And how did they go down afterwards?” Stripes asked.

Twilight didn’t respond and just looked down with a grim expression.

“Oh.”

Their attention was brought back to the monitor as the sound of flesh slapping increased. The clones were pounding Trixie and Starlight's asses like jackhammers, while they were pleasuring Spike. The clones started pounding even harder, squeezing the girl’s asses for more leverage. The girls felt all three cocks start to swell, signaling the oncoming orgasms.

“YES!! DO IT! CUM IN US!! MAKE US SWOLLEN WITH YOUR HOT CUM!!” They shrieked. This sent them all over the edge. Hot, sticky dragon cum splattered all over the girl’s fronts and faces, while even more hot cum filled their wombs, causing the girls to moan in pleasure as the clones orgasms occurred.

Suddenly, the clones disappeared, leaving the girls empty of cock.

“W-w-why did they have to go now?” Trixie panted.

“Y-y-yeah.” Starlight agreed. “We wanted it to go on longer.”

The mares turned to look at Spike with lust-filled eyes. “Guess you’ll have to do.” They said as they see that Spike is still hear.

Spike felt a little weak after his orgasm, and could barely move his legs. Both mares knelt on either side of him and began to stroke his length.

“Hope you can last longer than the other two.” Trixie said.

Twilight noticed that he was panting, and started to panic. Both mares had gotten lost into the succubus spell. And Spike didn’t look like he could last another round with them.

“Was this what you were talking about when you mentioned how dangerous the spell was?” Stripes asked, turning to Twilight.

“Unfortunately, yes.” Twilight said “And they still haven’t gotten off from their first orgasm.” She added. Twilight was now in a nervous state as both mares pinned Spike’s arms down and started grinding their wet marehood against his raging hard on. Twilight horn soon began to glow.

“Twilight, I think we should…” Stripes trailed off as she noticed Twilight's horn glowing “What are you doing Twilight?” She asked.

“We’re trying to save Spike, not kill him!!” She nearly yelled. “I’m going to help him by casting a stamina spell on him.” Her horn grew bright, and then flashed, the spell having been cast.

The spell did affect Spike, but not the way they intended it to. When the spell hit Spike, he opened his eyes, and threw the mares off him, startling them. Both mares fell backwards and landed on their asses in response.

“Why did you do that?!!” Trixie and Starlight yelled in shock. He glared at them, and they noticed that he was smiling. They started trembling with anticipation and arousal at this.

“Look’s like our friend is ready for some more fun.” Trixie moaned in response to Spike’s sudden aggression. Starlight felt waves of lust emanating from Spike the longer they looked at him.

“Well stud,” Starlight said as she laid on her back and spread her legs apart, revealing her dripping snatch to the lust-dazed drake. “Who do you wanna fuck first?” She added. Trixie followed suit by getting next to Starlight and did the same thing.

Spike looked between the two mares, and then jumped on top of Trixie, making the mare yelp in response as he grabbed her.

“Ooh, aren’t you a feisty one.” Trixie purred as she felt him grind his length against her drenched marehood. “You want to fuck me so bad don’t you. I know you want to.” She tried to get him to penetrate her, but he growled and held her tight as he continued to grind his length against her moist treasure. He started groping her breasts, making her moan in pleasure. “Sp-p-pike, stop teasing me.” She stammered, getting hornier and wanting him to fill her up with his cock. “Just fuck me.” Spike, however, ignored her and continued to tease her. Finally, she had enough of his teasing, and lost it. “FUCK ME SPIKE!!! MAKE ME YOURS!! FILL ME UP WITH YOUR GIANT COCK!!!” Spike growled with pleasure and agreement, and rammed her marehood with his rod, making her cum instantly.

Starlight pouted at this. “I wanted to be fucked first.” But she failed to notice Spike’s tail moving over to her marehood until it was too late. Suddenly, Spike’s tail inserted itself into her marehood, startling her. She moaned in response when she felt the scales of his tail rubbing against her insides.

“FUCK!!! THAT'S MORE LIKE IT!!” Trixie screamed as she felt her cervix penetrated by his tip. She could see the massive bulge formed in her stomach and enjoyed the feeling of him getting bigger inside.

“OH CELESTIA!!” Starlight moaned as his tail was twirling inside of her marehood.

Twilight and Stripes looked at the monitor in shock. Stripes turned to Twilight with a bemused expression on her face. Twilight looked at her, and said, “Oops?”

“Oops indeed Twilight.” Stripes said, turning back to look at Spike’s vitals. “Because of your panic attack, the spell you cast made him more feral. On top of that,” She added, looking at another monitor. “If my calculations are correct, his stamina will last for days now.”

‘Oh crap’ Twilight thought to herself as she realized how much she messed up.

Meanwhile, Spike was pounding Trixie in earnest, with her tongue hanging out and drooling, and his tail was rapidly thrusting in and out of Starlight’s pussy, with Starlight moaning out in pleasure. The room practically reeked of sex by now since all three individuals were going at it like rabbits in heat.

Starlight loved the feeling of Spike’s tail in her marehood. It made her feel so full. With each thrust, her legs twitched. Her tongue was hanging out of her mouth as she was in pure ecstasy.

“M-m-more!!” She moaned, drooling with all the pleasure coursing through her body. She started thrusting against his tail, wanting more of it inside her. Spike heard her pleas and his tail soon went deeper inside the moaning mare, and in response he pounded Trixie even harder, making her moans turn into screams as Spike wasn’t showing any signs of slowing down.

Spike started to suckle on Trixie’s breasts, making her moan even louder with pleasure and wrap her arms around him. He curled his tongue around one of her nipples, and flicked it. Trixie arched her back, pressing her breasts into Spike’s mouth. Meanwhile, Starlight started groping her breasts to try to increase her pleasure while getting fucked by Spike’s tail. She was getting into it, when she noticed Spike suckling on Trixie’s breasts. She felt left out, and reached out to Trixie’s head. She turned Trixie’s head towards her, and started making out with her, throwing Trixie off guard. Trixie’s eyes widened at the kiss, but she started getting into it. Starlight prodded Trixie’s teeth with her tongue, asking for entrance, which Trixie happily allowed. Their tongues clashed and wrestled with each other as they continued to kiss.

While they were kissing, Spike had changed breasts, and was now licking Trixie’s other nipple. He continued to suckle and grope Trixie while pounding her, causing her to moan as she kissed Starlight. After several minutes of intense making out, Starlight pulled back from Trixie, a string of saliva being the only thing connecting them. Trixie whined at this, but moaned loudly when Starlight lunged at her breasts and started sucking on one, while Spike was suckling the other one.

Trixie was starting to be affected even more by the pleasure, as she felt a tingling in her loins.

“I… I feel it. I… I’m so close Sp...p...pike. Don’t.... Stop. FILL… ME!! MAKE… ME… YOUR… MARE!!!” She panted.

Spike started to speed up, grunting as he did so. He also was close to getting off. Even Starlight was getting close as Spike’s tail was sending the lust filled mare over the edge. Spike gripped Trixie’s ass as he got closer to his orgasm. As he fucked her, he grabbed Trixie’s tail, and gave it a firm yank to gain some leverage, but sent her over the edge instead. With a loud cry, Trixie orgasmed, her marehood clamping on his dick, causing him to go over the edge as well. With a loud roar, he rammed his dick all the way inside of Trixie, and cummed. Trixie’s orgasm was overpowered by the torrents of cum Spike sent into her, filling her up to the brim. Meanwhile, Spike’s tail had accidentally touched Starlight’s g-spot, causing her to go over the edge. With a loud cry, Starlight’s marehood clamped down on his tail as she orgasmed. She threw her head back as she rode out her second orgasm while Trixie rode out her third one.

Spike finally felt Trixie loosen off of his cock allowing him to pull out of her. After Trixie’s afterglow from the filling orgasm,Spike pulled out of her and the wings on her back disappeared, and she returned to her azure self, the spell having worn off. She had the happiest look on her face as her stomach now looked 5 months pregnant. Spike soon turned to Starlight, who was getting off of Spike’s tail and looking at him with lust-induced eyes.

“Now it’s my turn, you scaly hunk.” She added, crawling over to the drake. “Let’s see how much I can pump out of those heavy balls of yours.”

Spike smiled as he welcomed her challenge. Starlight started to lick his shaft to clean off the bodily fluids that were released from his throbbing hard on. Spike enjoyed Starlight’s forked tongue coiling around his cock, but he would enjoy the feeling of her marehood much more. Once Starlight pulled up from his cockhead, she stared into his predatory eyes with a smile on her face.

“I want you to fuck me like you fucked every mare you claimed.” She said as she turned around, got on all fours, and wiggled her flank in front of him. “I’m waiting stud.”

Spike grinned, walking over to her and placing his tip at her entrance. He started rubbing her entrance with the tip, while holding her still by her flanks. She wriggled in his grip, trying her best to get his cock inside her, but had no success. She moaned with need.

“Come onnnnn!! Put it in me already!!”

Spike grinned, pleased with her moaning. He decided to stop teasing her, and to make her his mare. He rubbed his tip against her once more, before entering her. Starlight moaned as she felt his cock fill her up.

“YESSSSS!!!! I WANTED THISS!!! I FEEL SO FULL!!!!” She moaned grinding her hips against his as she felt his cock inside of her womb. Spike growled in arousal as Starlight’s walls were quite welcoming with his cock, but were at the same time tight to keep him locked in place.

Seeing as she was in her own little world, Spike starts thrusting his hips forward, pounding Starlight’s pussy like crazy. Starlight moaned as she felt his claws digging into her soft ass, making her squirm. She could feel his bumpy ridges rubbing her in all the right places as he pounded her quivering marehood without mercy.

Starlight’s eyes soon turned red making Twilight gulp. “This is it, the final phase. Both Spike and Starlight might as well be animals at this stage.” Twilight announced.

“Is this bad?”

“Do you know of an animal that is gentle when mating?”

“Oh, I see.”

“At least they won’t fly away,” Twilight sighed in content before they both heard metal breaking and when they looked, they noticed Starlight’s nails digging in the floor leaving a mark on them. “…and Spike has strong scales too.” She added. Both of them soon heard Starlight growling and looked back at the monitor.

“Spiiiiike….” Starlight growled as she turned to look at the horny dragon who was renewed with vigor. Spike was confused as to why she was looking at him that way and why her eyes looked different. Suddenly, Starlight leaned upward, hitting Spike in his chest and causing the drake to stumble back. This also caused him to pull out of Starlight who let out a moan from feeling his length leave him. Spike was at first pissed at Starlight, but he soon felt Starlight get on top of him, while realigning his length with her dripping marehood.

“Sorry about that stud,” She added leaning in closer, glaring into him with her ruby eyes. “,but I want to get even more wild.” She added. She soon slammed herself down onto Spike’s length and felt him fill her once more. Spike growled as he was much deeper in her marehood. Starlight squirmed and began to leave slight marks on his chest. Spike growled, but in arousal as he saw this as more of a challenge on who tames who, and this was a challenge he didn’t want to lose.

He decided to lay back though as he let Starlight bounce on his lengthy shaft at a steady pace. Starlight held her arms behind her head as she bounced on his length. Her rather developed chest bouncing each time she went down onto his shaft. Several minutes passed as Spike enjoyed the show that was displayed, but he didn’t want to just sit around. While Starlight was enjoying herself, she flinches when she felt his hands grope her flank.

“Well,” She groaned in pleasure as his claws dug deep into her flesh. “Glad to see you on the wild side stud.” She added, leaning in close to him and ground her hips against his with his length still inside of him. Spike suddenly locked lips with her and his forked tongue fought with hers for dominance. He even started to thrust his hips upward to time them with her bouncing. The sound of their feral lust echoed through the room as the sound of their grunts and moans grew as time passed by. Starlight finally broke the kiss with Spike after several minutes and was moaning her little heart out.

“SPIKE WANT!!” He roared as his hands moved up to her bouncing breasts after she broke their kiss. Spike’s hands massaged and kneaded her breasts as if they were putty in his hands. Starlight’s moans soon became carnal screams as she felt his claws digging into her soft flesh.

“FUCK!! BUCK ME LIKE YOU MEAN IT STUD!!” Starlight moaned, making her nails leave scratches on his chest. It didn’t bother Spike in the slightest as he was enjoying the hell out of this fuckfest. Her marehood was gushing fluids as she rode Spike like crazy. Starlight’s eyes began to roll to the back of her head and Spike’s eyes shone as he wanted to regain control of the situation. He suddenly forced himself forward, making Starlight yelp in surprise, as she roughly landed on her back. She looked up to see Spike on top of her as he had her in the mating press position. His cock still lodged in her body, he now pounded her marehood furiously, practically making the mare scream as he had his way with her.

“YES YOU FUCKING MONSTER!!! FUCK ME!!! FUCK ME UNTIL I CAN”T WALK FOR MONTHS!!” She shouted, unable to fully think straight with how rough Spike was being. She could feel his sloshing nutsack slapping against her ass each time his cock slammed against her marehood. She hugged the dragon closer, her nails digging into his back as he continued to pound away at her. Starlight’s tongue hung out of her mouth as she was lost in pleasure with Spike fucking her like an actual beast. They were like this for several minutes until Spike suddenly let out a feral growl and his thrusts were hard and slow. Starlight could tell what was happening with Spike and she was actually close to getting off herself.

“Y-you’re...gonna… cum… aren’t you?” She asked still panting. All Spike could do was growl as he grit his teeth. He could feel his balls swelling in size as he was close to getting off. “Then let it out! PUMP ME UNTIL I’M HAVING FOALS FOR DAYS!!” She shouted. Spike heard her cries and he locked lips with her one last time as he was reaching his limit.

After one final thrust, he let out a feral growl in Starlight’s muzzle and buried himself into her deepest recesses and emptied his pent up load into her wanting cunt. Starlight moaned in Spike’s mouth as she felt his river of seed flooding her already full womb, and her stomach expanded to where she looked like she was pregnant with triplets. Starlight’s marehood clamped down onto his raging length, eagerly trying to milk him for everything he had inside his nutsack as she was riding out her earth-shattering orgasm.

Spike broke the kiss with Starlight but wasn’t done cumming yet. So he got up from his prey and pulled out of Starlight’s marehood. He stroked his length and let the rest of his virile seed drench her abused body. Starlight couldn’t really move since she was so exhausted, but she didn’t care. She continued to be showered in his massive load until he finished satisfying himself. Starlight’s eyes soon returned to their normal blue color, and her new wings disappeared as the spell finally wore off, having finally been satisfied.

Starlight moaned slightly, her body feeling full.

“M...m..m..more!!”

Author's Note

Credits to the fellow writers for helping me out with this next chapter. This marks seven mares off my list with a least six more to go. See you all next time on Power Ponies: To Sate A Beast

To Sate A Beast - Part 3

Twilight and Stripes stood in shock. Spike had overpowered and mated with each of her friends who were now in lust induced comas. Their bellies were bloated, making them look that they were at least 8 months pregnant, and they were only wanting more.

“Well this just went from bad to worse…” Stripes said as she looked back at the monitor. “Thanks to your panic attack as well as the sudden backlash from your spell, he may have more stamina to go at it for days without rest.” She added as Spike’s vital signs were crazy.

“I’m sorry.” Twilight said as she didn’t know what to do at this point. Each of her friends were rendered incapacitated. She was afraid of her friends being harmed, but she was more afraid of losing Spike with his primal instincts being increasingly active.

“I don’t think your friends will last much longer,” Stripes added, voicing her concern with the current states that Rarity, Trixie, and Starlight were in. “Especially since Spike (as you call him) is ready for another round.” She added as she notices that Spike was growling as he was looking at an unconscious Starlight ready to have another round with the lust dazed mare.

“Professor,” Twilight said turning to the nervous mare. “When I go in there, get my friends and take them to the infirmary.”

“What do you plan on doing Twilight?” Stripes asked looking at her.

“I’m going to deal with Spike.” She said standing proud.

“Okay, I’ll open the-” Stripes began, but Twilight stops her.

“You won’t have to open the door.” Twilight said as her horn was surrounded in a lavender aura.

“What do you mean?”

“I’m teleporting inside, which in turn will causes my friends to switch places from where I’m standing.” Before she could teleport, a loud moan could be heard from the camera. She quickly looked back at the camera, and gasped. Trixie was crawling to Spike, albeit very slowly because of her bloated belly, and moaning “Mooooooooooree.”

“I think you girls had enough...” Twilight sighed. “You are in no condition for more.” With that, Twilight teleported into the room. She started walking over to the girls to move them, but Spike jumped between her and the girls. She knew, however, that Spike would do that, so she fired a stun spell at him to knock him into a nearby wall. Having taken care of Spike for the moment, she turned back to the girls. And they looked pitiful. Trixie was laying on the ground, cum covered and still moaning “Mooooore,” Rarity was passed out, completely covered in cum, and Starlight was just sitting there, covered in cum and completely dazed, constantly moaning “Spiiiike” with a lust-filled voice. They all looked like they were 8 months pregnant.

Twilight sighed, and teleported the girls into the other room. When the girls arrived, Stripes was ready. Trixie and Starlight looked at Stripes with lust and said, “Hello doctor. Let’s have some fun. We need our checkups.” Before the lust-filled girls could jump her, she quickly sprayed some gas onto them, rendering them unconscious. “Thank goodness that worked,” Stripes said, wiping her forehead. “I’d rather not catch what you girls have.”

Twilight could see Spike’s eyes narrow in anger at her for taking away his mates. He started growling at her in anger, and clenched his hands. She didn’t want him to be angry. She wanted him to be happy, but he would only be happy if he had a mate. She took in a deep breath, and spoke, “Spike.”

The dragon growled, clearly not pleased with the mare.

“Spike. I know you’re mad at me. But this isn’t you!! You’re not a mean dragon. You’re a kind, considerate, loving friend. A friend who..” Twilight faltered at this point. Was she going to tell him her secret? She would have rather told him at a different time, but she had to tell him now! “You’re a friend who we have all fallen in love with.” She said bravely.

Spike’s eyes widened, and he stopped growling. In his clouded mind, his true self heard that, and was surprised. ‘Twilight just…..said that they….had fallen in love with....me?’ he thought. Spike’s clouded mind was reeling. In this state, all he could say was “What. Did. You. Say?”

Twilight took another deep breath, and said, “We all love you Spike. We are in love with you.”

“Why girls love Spike?” He said, still dazed with what he had heard.

Twilight smiled, and said, “Well Spike. We fell in love with you for many reasons. You are caring, strong, considerate, helpful, and loving. Rainbow Dash loves you because you help her out with her routines. Applejack loves you because you help her out on the farm and she doesn’t even ask. Pinkie Pie loves you because you help her with baking and babysitting the Cake’s twins. Fluttershy loves you because you help her out all the time with her animals, and have tea with her at times. Rarity loves you because you are so helpful for her, including that time you chased of a stallion that was using her to get to me.” She explained. Spike just stood still as Twilight continued to talk.

“Trixie has loved you for a while, but she didn’t want to admit that she liked you. She felt embarrassed, because she saw you as a friend, but you were showing interests in her interests, and she felt bad for turning you into a ball. After a while, she realized that she had fallen in love with you. Starlight at first was looking for the best way to apologize to you when you were younger, but over time she fell in love with you. As for me, well….” Twilight paused, afraid to say anything. But she had to! She had to confess!! Twilight looked straight at Spike, and said, “I fell in love with you because I looked after you when you were little, but not as a brother. I looked at you as a friend.” Twilight, taking a few steps closer to him, said, “As you grew up, I started seeing you differently. I first saw you as a friend, but as you got older I started to see you as something more. After a while, I realized that, I had fallen in love with you.”

Twilight slowly started to undress as she said, “I have a special gift for you Spike. My virginity. I want you to take it.”

Spike’s eyes widened even more, and his fists dropped. She wanted him to be her first and only stallion?!! He was touched, and smiled at her. “Spike love you all too.”

Twilight’s eyes widened, and tears started to stream down her face. She was so happy!! He accepted her confession, and he had confessed as well. She continued to strip, slowly and sensually removing every bit of clothing from her except her bra and panties.

Spike stared at Twilight, licking his lips in anticipation. She looked so sexy. She slowly lay down on the ground, making Spike look at her panty-covered treasure between her legs.

“Spiiiiike,” crooned Twilight, making Spike look at her. “Come here.”

Spike happily complied, walking over to her, his anger gone. As he came over, he couldn’t help but look at her dark blue bra covering her breasts. Once he was standing over her,came over, he started reaching out towards her breasts, when Twilight spoke. “Spike.”

Spike looked up at her face, and saw that she was blushing. “Please be gentle Spike,” she asked. Spike nodded, and gently cupped each of her HH-cup breasts in his hands. Twilight moaned at his touch, arching her back at the contact. Spike smiled, and used his claws to cut her bra off. Spike was amazed at how well rounded her breasts were. They barely sagged and her dark purple nipples were inverted. As the bra fell to the ground with her breasts now revealed, Spike started to lightly massage her mounds, causing Twilight to moan even more. “Sp-p-pike!” She stuttered. “If you continue to massage my breasts, they’re going to-!!” Twilight’s words fell into moans as her entire body shudders in response. Spike suddenly felt some liquid squirt onto his claws as he massaged her huge chest, causing him to stop and look down. He saw some white liquid leaking from her breasts. Confused, he looks up at Twilight, who was now panting as tears of pleasure started to form on her face.

“I...tried to... warn you.” She panted as she felt her breasts leaking from Spike squeezing down on her teats. Spike was actually going to let go, but she kept his claws in place. “You’re massages made my milk flow out.”

Spike was curious at this, wondering what her milk tasted like. His curiosity got the better of him, and he leaned down to her breasts. He let his tongue out, and started to drink up the milk that had come out. Twilight’s milk tasted like sweet exotic berries with a hint of cream. He had to have more!! He latched onto one of her teats with his mouth, and started to suck the milk down. Twilight moaned even more at the new sensation of Spike’s suckling. A thought occurred to her that Spike was suckling on her breasts like a newborn foal.

“You’re the first male I ever let touch my breasts.” She said as Spike was still gulping down her berry cream infused milk. Ever since Twilight’s ascension, she never let anypony touch her breasts. The constant stares she got from stallions never helped her either. She could see past most of the stallions that just wanted to get a good lay with royalty. Shining had to chase at least five stallions away and most of her friends had to help her out to try and avoid situations like that. But here was Spike, tending to her personal needs. And it was at least someone she trusted, despite his new appearance. Twilight continued to let him drink from her breasts, but her eyes soon drifted to his throbbing erection that was leaking precum like a faucet.

‘Celestia… he’s huge…’ She thought to herself. His cock was still wet from his earlier fun with Rarity, Trixie, and Starlight. She reached out to touch it and in response made Spike jolt at Twilight’s touch. Twilight felt his length throb in her hand as she stroked it. ‘Can I really fit this monster inside of me?’

Spike stopped sucking on her breasts and looked at Twilight. He could feel timidity coming from her. He didn’t want her to be scared of him. He wanted her to be relaxed for when she would lose her virginity. So he leaned in, and kissed her full on the lips, causing her to gasp. Twilight tensed at first as she was taken aback from the sudden kiss, but started to relax, slowly getting into it. There was a brief tinge of her own milk still on his lips that she could taste, but it only served to heighten her arousal.

Spike’s tongue prodded at her teeth, silently asking for entrance. Twilight gave him permission, and started wrestling their tongues. Twilight felt her body suddenly growing weak. Her first kiss taken by the one she loved all her life, it was like a dream come true. Even though it started off a little sloppy on her end, Spike was kissing her as if he had experience from his earlier claims. Twilight finally relaxed and they kissed as if they haven't seen each other in a long time. It lasted for about a minute, until Spike broke the kiss with Twilight, leaving a string of saliva between them. The kiss itself had left Twilight in a panting mess. She immediately sat up on her knees since she could barely stand. She looked up to find herself face to face once again with Spike’s throbbing cock that was leaking still in clear steady drips.

Spike looked at her, and asked, “You...okay? Need...rest??” Twilight just continued to stare at his massive length in awe. Her nervousness faded into arousal as she could feel her marehood leaking in anticipation.

She glanced up at his face, before looking back at his length. “Are you…in pain?” She asked. “Does it hurt, to be so...endowed?”

Spike was surprised with her question, but then looked at his throbbing length.

“Help...take….care of it??” He asked her. Twilight was rather taken aback by his request. She had never imagined being claimed by something so massive,taken something of his size, and she doubted that she could fit it in her mouth. But she was going to at least try. She started by using both of her hands this time to stroke his cock, sparking a reaction from Spike as he let out a moan as he felt her soft velvet hands against his dick.

“Am… am I… doing... okay?” She asked as she continued to stroke his length. He only growled in response and this seemed to dishearten Twilight. She started to feel confused, believing that she disappointed Spike, but what he said next eased her worries.

“Feels…. Good…” He told her. Twilight felt some relief, pleased with herself that she could make Spike feel good. She continued to stroke his dick for a few more minutes, but decided to help him more with her mouth. She leaned in and licked the tip, causing Spike to groan in pleasure. Spike murred as her tongue dragged along the sides of his dick. She continued to lick his cock, covering the entire length with her saliva. Once his length was soaked in her saliva, she moved on to sucking at the tip, making Spike throw his head back as her soft lips caressed him. She continued to suck, slowly putting more of him in her mouth. She soon found herself struggling to force more of him down her throat, his girth preventing her from moving. ‘How are mares able to deepthroat most stallions?’ She thought, continuing to struggle with deepthroating Spike. Only Spike wasn’t a stallion, he was a dragon. A well hung monster of a dragon.

Spike looked down at Twilight, noticed her struggling, and pulled his dick out of her mouth, letting her breathe. Twilight was gasping for air as she looked at this throbbing monster, slick with her saliva. He then said, “Use…. breasts.” as he sat down on the floor.

“Okay.” Twilight said as she moved her body up to his length, and used her arms to push her breasts around his length. Even with her impressive cup size, he still stood proud from her cleavage, the tip reaching her lips with little effort on his part. “I… I’m going to move now.” She then started to move up and down, sucking on his swollen tip as she did so. Spike’s moans increased, and he subconsciously started releasing pheromones as Twilight pleasured him.

Twilight soon fell under the sway of the intoxicating pheromones, and she continued to blow him while his cock was sandwiched in between her massive chest. She could feel his cock throbbing in her mouth and between her chest each time she descended. Her body suddenly felt as if she was on fire as she was still gulping down his length, and she realized it was the feeling of his pre as it dripped down her gullet; his pure raw essence was heating her whole body!

‘S...so...good…’ She thought as she continued to suck on his member. ‘It’s no wonder my friends all got into this so much…’ Spike suddenly let out a low growl making the lavender mare stop, worried she did something wrong. A sudden weight on her head was her only warning before she was forced back down hard on his length.

“Mmph!!” She gurgled from the sudden thrusts. Her eyes shrank to pinpricks as even with her breasts around his cock, she could feel his tip hitting the back of her throat. Her eyes nearly rolled to the back of her head as a result. She tried to force herself off of him, but each time where only an inch was left in her mouth, Spike would force her back down on his length were her face was mashed against his crotch. His grip on her was very strong. She could only gurgle and groan from how forceful Spike suddenly was and she was close to passing out from it, her lungs burning for air. Spike suddenly let out a loud roar and held her head in place. Twilight was at first confused as to what he was doing, but she suddenly felt something warm hit the back of her throat.

“Mmpglgh!!” Twilight gurgled as she suddenly felt a river of cum flood her throat and she struggled to swallow what he had to offer. Her cheeks puffed up with the amount he was releasing and it was huge, more than she could ever have imagined.Some of his seed seeped from the corners of her mouth and even from her nose, overrun with his essence. She was about to pass out when Spike finally let go of her head, pulling his dick out of her mouth and from between her breasts, and began to stroke his length. He aimed his dick at a still dazed Twilight, who was struggling to breathe as she swallowed what was given to her and he was still cumming. He drenched Twilight in his thick seed for the next ten seconds until he finally stopped growling and was now panting from the amount he released. He looked ahead of himself to see Twilight in a coughing fit. Her body was nearly drenched in a sea of white as her mane, face, stomach, chest, and legs were coated with his musky smelling sperm. He saw that she was still struggling and kneeled down.

“Are… you… okay…?” He asked her. When Twilight finally stopped coughing, she looked up to him.

“A warning… would’ve… been nice…” She said panting, finally able to breathe after that.

“Sorry…” He said as he knelt beside her, wiping tears from her face. “It… felt… good…” Twilight felt somewhat proud from hearing that from Spike. She did look down at herself as she was a complete mess.

“Hehe… I should probably clean myself up…” Twilight said as her horn glowed in a lavender aura. Within seconds, the cum that coated most of her body was gone. She looked back up at Spike and saw that he was still hard. She was about to say something when she felt her lips invaded by Spike.

Twilight was at first dazed but welcomed the kiss as she hugged her body close to his. Spike’s dick began to throb again signaling that he was ready for another round. Twilight wanted to at least let Spike know that she wasn’t scared of him. After awhile, she broke the kiss and looked up at Spike.

“S-spike?” She stuttered, getting the drakes attention. He looked back at her in a confused state. “I want to be on t-top.” She asked. Spike laid back, allowing Twilight to climb atop him. Nervous with such a huge monster of a cock waiting to claim her, she chose to start slow. Careful of her motions, the magical mare ground herself against his length, letting her juices flow over him to better lubricate his rigid cock. It took about a few minutes, but Twilight felt that she had lubed up his member enough for her to take it. She opened her marehood and aligned his length towards her entrance. She pushed part of it in where only the tip was inside of her. She was about to slowly descend when she suddenly felt her butt be grabbed by Spike who had a smile on his face.

“No… more… teasing…” He growled, his claws gripping her flank.

“Spike, Wai-!!!” She tried to speak up only for Spike to slam her hips down onto him. She let out a pained yelp when she felt Spike’s raging dick tearing her hymen while Spike let out a pained growl. As to why he groaned, Twilight's marehood was much tighter than the mares he slept with. He suddenly felt something warm run down his length. He looked down to see that there was blood from Twilight’s marehood running down Spike’s length. Spike looks at Twilight who had a pain filled look on her face, and tears started to run down her cheeks.

“Are… you… okay…?” He asked, looking up to her. She opened her eyes, but all Spike could see was how hurt she was.

“I… s-said… to wait…” She whimpered with Spike’s dick still inside of her, and she only had half of his length inside of her body. Spike saw Twilight whimpering and let go of her butt to hug her.

“Sorry…” He added as he hugged the shuddering mare in his arms. Twilight was still in pain, but she was happy at how caring Spike was. It was enough to make her heart melt. She leaned close and wraps her arms around Spike’s neck. She had to wait for the pain down below to subside to a mild throbbing. After about a minute, she spoke and her grip on his dick loosed a little.

“O-okay… I’m ready…” She managed to say. Spike’s claws reach out and grip Twilight’s flank again, but he didn’t start moving yet. Instead, he captured her lips with his, drawing her attention away from the pain.

Spike gently squeezed her flank while they kissed, causing her to moan into his mouth with pleasure. Once Twilight had moaned, he slowly started to pull out, causing her to gasp from the pain and pleasure. Before his cock had pulled out completely, he started going back in slowly, allowing Twilight to get accustomed to the size of his cock and bear the pain. Once he went in as far as he dared with Twilight’s current state, he pulled out again. He started to build up speed, allowing Twilight to overcome the pain and enjoy the pleasure and feeling of being filled with his cock.

As he continued his motions with Twilight, the mare’s mind reeled at each wave of pleasure his cock was giving her. It went beyond any fantasies she’d had on her own; he truly was a beast of a lover. Spike suddenly felt Twilight moving her hips on her own as she gyrated and motioned her hips up and down on his raging hard on. Spike pulled back from her, breaking the kiss. Twilight was left panting as a string of saliva bridged between them.

“M….more… Spike… give… me… more…” She added, as she started bouncing on his length harder, wanting more of him within her. Twilight used her hands to push her breasts together, and bent down a little towards him, still bouncing on his length. Spike leaned up, and started to suckle again on her breasts. Twilight moaned in pleasure, loving the feeling of her breasts being sucked, and wrapped her arms around his head, pulling him in closer. Spike started drinking her breast milk again as it flowed into his mouth, while still squeezing her ass.

After a few minutes, Spike had enough of her breast milk. He suddenly pushed her off, startling her. She looked at him with surprise and slight irritation, but it disappeared from her face when she saw his eyes. Spike had gone feral again. She tried to get up only for Spike to pounce on her and pin her down while grinding his still throbbing erection on her soaked slit. Twilight was scared, but she was more aroused at Spike’s sudden rush. Spike continued to grind his length against her for a few minutes, causing her to very slowly start becoming lust-filled.

“Damn it Spike! Don’t Tease me!!” She shouted, wrapping her tail around one of his legs. “I need you inside me!!” Spike smiled at her sudden submission. Since he was done teasing, he aligned his raging dick towards her wet opening and plunged himself inside.With a sharp moan, Twilight threw her head back as her body shook to the core riding out another orgasm.

‘I came!’ She screamed in her head. ‘H-he only stuck it back in and I came!’ She really didn’t have time to think as she was getting her marehood pounded by his massive dick. Spike wasted no time as he pounded her marehood at full speed. Twilight was moaning wildly and her breasts bounced from his powerful motions rocking her whole body. He continued to pound her, bringing her closer to being dazed with lust. He reached up and grabbed her breasts again, making her moan even more as she had another orgasm. A large dick shaped bugle outlined her once flat stomach as she felt him pushing past her cervix. Twilight doubt that there would be a stallion that would come close to what he was capable of.

“F-FUCK!! FUCK!! FUCK ME MORE!!!” She screamed, wrapping her legs around his back this time.

Spike growled in acknowledgment, and started thrusting into her even harder, grabbing her arms to help himself go deeper into her. With another thrust, he went even deeper inside of Twilight. Twilight felt Spike’s member swell inside her, signaling his orgasm. An earth-shattering scream came from her as Spike thrust into her one more time, filling her up to the brim as he orgasmed. Spurt after spurt of hot cum was shot from his member into her womb, filling her up. Eventually, his orgasm stopped, and he pulled out, leaving Twilight looking at least seven months pregnant.

With a heartfelt moan, Twilight collapsed on the floor with a lust filled gaze. Was this what it was like for her friends? Overcome from the drake’s powerful call to mate? Spike grinned, and bent down. He leaned over her head, and licked her cheek. Twilight was going to be there for awhile, but she didn’t care. Her mind was clouded over with lust as she lay on the floor, her cum-filled belly protruding into the air. While that was happening, she noticed Spike’s length still throbbing. She licked her lips in response and looked up at the monstrous drake.

“Spiiiike.” Twilight crooned. “I want more.” She added, while slowly getting on her knees again to where she was up close to his dick, her cum-filled belly sloshing as she moved. She mushed her breasts together, and enveloped his throbbing member in her cleavage to where the tip and nearly half of his length were sticking out.

“Your cock looks to be in pain, and I’m gonna help drain those heavy balls of yours dry.” She added while opening her mouth and taking his tip into her muzzle. Spike groaned in pleasure, and Twilight started to take even more of his length in response. While Spike was enjoying what Twilight was doing, he looked down, and noticed that her marehood was slightly leaking his seed. Not wanting her to feel empty, Spike moved his tail to her entrance, and gently prodded it, causing her to moan on his girth. Spike’s response was growling in pleasure as her moans on his tip sent chills running down his spine, and he inserted his tail into her marehood, moving it in and out, causing her to moan even more.

Twilight literally had hearts in her eyes as she felt beads of precum leak from his tip. She stopped using her breasts and resorted to just her mouth to try and take more of his length. Spike growled, his dominant side emerging again, and he gripped her head to force more of his length in her mouth. Twilight let out a pained gurgle when she felt part of his tip hitting the back of her throat.

“Spike… WANT!!!” He roared. Spike showed no mercy as he forced her to take his length to the hilt. She tried to push him off to at least breathe, but as soon as she was at the tip, Spike forced her back down onto his length. Her eyes would roll to the back of her head each time he forced her down on his cock. Spike started to let out a low growl as he soon began to feel his balls swelling and his cock pulsating. Twilight was gurgling as she was lost in la-la-land at this point, her lust having consumed her. Spike soon hilted his length deep in her throat and after a mighty roar, his cock throbbed and his searing hot seed shot down her throat. Twilight eyes were vacant of thought as she felt his thick seed filling her swollen belly. Spike kept her in place for at least twenty seconds as he still felt his thick cum draining from his balls. Spike felt his tail getting squeezed by Twilight’s marehood, signaling her orgasm. After feeling himself spent, he finally let go of her head and pulled out his cock, completely soaked in saliva and traces of his cum. Twilight suddenly fell forward, her cum-filled belly breaking her fall. She laid there panting from how much cum she had to drink. She could feel the cum in her belly sloshing around, and it drove her crazy with lust. She wanted more of that feeling. She wanted to be so full of cum that it was coming out of all of her holes.

Slowly, she turned her head to look at Spike.

“M..m..mooooree!!!” She moaned, wiggling her ass as best she could.

Spike grinned, and got behind Twilight. He leaned forward, opened his muzzle, and his draconic tongue licked the nape of her neck. He soon started grinding his length between her thighs and his hands soon snaked their ways up to her breasts again. She moaned in response when she felt him squeezing out her milk.

“P-please… no more teasing…” She begged, wrapping her tail around his waist. “FUCK ME!! FUCK ME AS IF I'M YOUR SEX SLAVE!!” She shouted. Spike grinned with Twilight’s response, and soon complied with her response. Spike soon realigned his dick with her soaked marehood that was leaking her marecum and his cum from his earlier session. All it took was one thrust, and he was already past her cervix. Twilight moaned in response from feeling him enter her again. She nearly fell on the floor, but she propped her arms up on the floor to apply leverage.

“YES!! MAKE ME YOURS!!” She shouted again as Spike started thrusting his hips into her already bloated belly, causing it to jiggle with each thrust. Twilight could feel her womb being hit by Spike’s cock head. Spike had her ass gripped tightly and Twilight could feel his claws digging deep into her flesh. She didn’t care about the pain though, too lost in her desire to mind it anymore. Twilight was in this position for several minutes, but she soon felt her arms give out as she slowly slumped on the floor, lying on top of her belly. Spike saw an opportunity as he reached over, and grabbed both of her arms.

Twilight didn’t even pay attention when she felt her body suddenly pulled upward, she just wanted Spike to fuck her silly until she couldn't walk for months. Spike was pleased as he could feel himself going deeper inside of Twilight. His speed increased as he was soon pounding the poor mare’s cunt like a jackhammer. He even maneuvered his tail to Twilight’s muzzle and had her clean up the mess she made from earlier.

Despite Twilight’s lust induced state, she saw Spike’s tail and weakly opened her mouth. She sucked on his tail trying her best to clean the scaly appendage while he continued to rail her. Spike was enjoying himself, but he soon wanted something more from Twilight. He pulled her up to his chest, making the mare yelp in surprise. She was about to ask what he was doing, but she flinched and let out a pained yelp when Spike suddenly bit down on her neck. She shuddered in response from feeling his teeth lightly puncturing her skin.

‘He’s… he’s… marking… me…’ Twilight thought in pleasure at the thought of his mark on her making sure no one other than him would touch her, making her dripping wet with arousal. When Spike was finished, he pulled away from her with a grin.

“Mine… no one... else… touch… you…” He said to her. Twilight felt her heart skip a beat from this. Spike was done with the position. Grabbing Twilight’s cum filled stomach, he leaned backwards, making her yelp again. She soon still felt him inside of her as he was sitting on the floor, and Spike had his hands firmly gripped on her arms. She could feel his chest pressing against her back.

Spike soon began to thrust in her again and Twilight went from moaning to screaming as she could feel a large cock bulge hitting her womb every time he thrust upwards. Twilight’s breasts bounced wildly, squirting milk each time he thrusted. Spike didn’t want her milk to go to waste, so he leaned around her, ducking his head down to claim a breast for himself while the other he groped. Twilight couldn’t take it anymore, and lost it.

“FUCK ME!!! FUCK ME!! FUCK YOUR MATE!! MAKE ME FULL OF YOUR CHILDREN!!” She shrieked, lust having overtaken her mind completely. Spike could hear her cries and wasted no time in speeding up in her. Her belly sloshed and shook wildly as her tongue hung out of her mouth from the ongoing pleasure and her wings fluttering in response. Spike suddenly slowed down with his thrusts and decided on something fun.

Before Twilight was going to ask why he was slowing down, Spike took a big gulp of her milk, and made his mate face him to where he pulled her into a deep kiss. Twilight felt something warm and sweet enter her muzzle, and realized that Spike was force feeding her own breast milk to him. She could taste her creamy exotic berry fused milk dancing in her mouth as her equine tongue submitted to Spike’s forked tongue. Twilight melted into the kiss as Spike continued to have his way with her.

Spike suddenly paid attention to Twilight’s fluttering wings as well as her horn suddenly sparking. Spike suddenly had a sinister idea as he broke the kiss with Twilight. The poor alicorn was left breathless from the kiss as well as tasting her own milk. She couldn’t form any words by this point as she was a drooling mess. Spike soon opened his mouth and licked at her sensitive wings. Twilight flinched in response when his tongue danced along the appendages. She could feel tingles running down her spine as a result. She continued to shudder as he licked her wings, causing her to lightly moan.

After a few minutes, Spike soon switched to her other wing and licked along the base towards the end. Spike soon stopped licking her wings and moved onto her horn. Using his tongue, he licked her horn, slightly making her shudder again. His tongue just danced on her appendage, and when he used his mouth to suck on her horn, she moaned loudly and her marehood clamped down onto his cock in response and she rode out another orgasm. Spike groaned as he felt his cock being gripped by her marehood just from tasting her horn. While that was happening, he felt some sort of jelly like substance on his tongue. He let go of her horn to let Twilight calm down from her sudden orgasm and let the jelly substance melt on his tongue. She actually tasted like fresh grapes. Very different from her milk.

He soon felt Twilight loosen up from his cock and he could see that she was really out of it. She looked back at him and pulled him into another kiss. Spike resumed his thrusts again while this was happening, making her belly slosh and bounce around. Spike’s massive balls kept slapping against her clit as he made out with the lust dazed mare. Twilight wanted him. No, she needed him. She needed him to fill her full of foals. Spike started to groan as he felt his balls swelling again. Spike broke the kiss with Twilight and his speed increased while Twilight was moaning to her heart's content Her tongue willingly submitted to his as it coiled around hers and tasted her mouth. He tried to hold out for awhile longer, but the pressure was growing below. He breaks the kiss and speeds up again and Twilight’s tongue just hung out of her mouth, as she looked like a broken mess.

With one last thrust followed by a low growl, he hilted himself into Twilight’s marehood and unleashed a torrent of seed into her already stuffed womb. Twilight let out a shrill cry and threw her head back into Spike’s chest. She could feel her womb getting stuffed with another helping of his seed from his swollen balls. She slumped on his back as her belly expanded further out, making her look as if she’s ready to give birth to a foal. When Spike finally stopped cumming, he pulled out of her, only this time her womb closed up, trapping all of his seed inside. Spike was about to see what happened to his mate, only for her to turn her head and utter two words.

“Please… more…” She begged, using her tail to stroke his length. Spike was still hard and he wasn’t going to let her go anytime soon. He grinned as he moved her to the side and pinned her down, his hardened length grinding against her marehood again. Twilight was really going to be here for awhile.

-Control Room-

“Six hours… and they're still going at it like rabbits in heat.” Stripes groaned as she continued watching Twilight and Spike still go at it. Twilight was nothing but a drooling mess by this point and her stomach looked like she was ready to give birth to twins in the state she was in. Spike had gone feral again and was fucking her like a mad horny beast. Her breasts wouldn't stop squirting milk and he had her arms behind her as he railed her like crazy. ‘The one called Trixie was right about it always being the quiet ones.’

“I think I should check on her friends.” She added as she left the room to go check on Breeze and the other girls in the infirmary. At the last second another moan followed by a mighty roar escaped from the monitor signaling that Twilight had another orgasm while Spike was giving her another filling. She left the room to check on the girls back in the infirmary. She walked back to the medical room and each of the girls were in their own maintenance pod.

“I have to say, he really worked you girls over.” She said in amazement as they were still asleep in their stasis pods. She was about to leave when one of the pods slowly let out a slow beeping sound. She turned back around to see that Calm Breeze’s capsule was doing its work as the fluid inside drained out and the capsule opened up making the earth pony fall to the floor.

“Breeze…” She said as she knelt down towards the young mare and lifted her head to where she was looking directly into her face. Slowly, Calm Breeze opened her eyes to look up at Professor Stripes.

“W...what...happened…?” She asked slowly rubbing her head.

“I had to put you into one of the medical chambers after you got infected by neurotoxins that the girls are infected with.”

“Neurotoxin?” Breeze asked in confusion.

“Something the Power Ponies contracted after they each took on Hum-Drum.” She said looking at their stasis pods. “The girls are still recovering, and it seems you are no longer infected.” She added getting up from from where she was kneeling and giving Calm Breeze some space. She then took off her lab coat and handed it to Breeze. “Here. I suggest you get dressed since I have another job for you.”

“Of course…” Breeze said as she put the lab coat on and buttons it up. “W-what do you need me to do?”

“We actually have Mane-iac, Shadowmane, and High Heel still in containment. So far we have been lucky that nothing bad has happened with them, but we have pushed our fortune long enough. This is not a prison, so we can’t keep them forever, and as weird as it sounds, anypony with a marehood could be at risk.” Stripes said with a small blush.

“So in order to prevent even more escalations of problems, I will go analyze Spike’s sperm and determine if there any other risks of his condition. Meanwhile I need you to contact the proper authorities, and keep watch on those three villains until they come and take away. Do you think you can do that?”

“Who’s Spike?” She asked confused. Stripes stopped in front of the door and turned to look at her assistant.

“I got the truth from who we thought was Masked-Matterhorn.” She said. “Her real name is Twilight Sparkle, and her as well as her friends are from another world that we know nothing about.”

“Wait….what?” She asked in confusion, turning towards the girls each still in their pods. “So they all know each other?”

“Indeed they do.” She said turning back around and opening the door. “Just do what I asked of you Calm Breeze. I’ll return once I understand what is going on.”

“Y-es ma’am…” She stuttered, while nodding. Stripes soon left and walked back to her lab, leaving Breeze alone with Twilight’s friends. She turned on the monitor to see how Spike was doing. She wished she hadn’t as the moment she turned it on, a mighty roar was heard as he unloaded another torrent of his virile seed into the already bloated Twilight Sparkle. He had her pinned on the ground as each burst of cum filled her womb to where she was almost ready to give birth to five foals. Twilight was lost in pleasure as she looked as if she was passed out from the constant pleasure of Spike railing her senseless.

‘He’s still going?’ She thought to herself as she looked at him.

Calm Breeze looked at the girls in the stasis pods, and saw that they all had peaceful looks on their faces while they slept.

‘I hope they recover quickly.’ She thought, feeling sorry for the mares.

Suddenly, Calm started to feel slightly flustered for some unknown reason.

She decided to go ahead and check on the villains. She decided that the Mane-iac was number one on her visit. After all, she was the Power Ponies arch-nemesis. She opened the door to where Mane-iac was staying and saw that her recovery in the pod was almost complete.

“Guess I need to be careful with her.” Breeze felt herself heating up again, and felt some liquid start to drip from her marehood.

She felt slightly embarrassed at this, but looked around to see if no one was looking. After making sure that no one was looking, she took off her lab coat and started to pleasure herself. She sat in a nearby chair in the room as she started to have rather naughty thoughts of some mares and stallions claiming her. Sadly, she didn’t pay attention to where she was sitting as she happened to hit a button on a panel that gave off a low beeping sound. She was really getting into her self-pleasure, unaware of a certain mare waking from her slumber as the pod slowly opened.

-Villains escape-

Meanwhile, unknown to Twilight or Stripes a certain demented mare had just woken up in her capsule, and with a small cackle she started to look around while her hair came to life. She heard a gasp and looking towards the source of the sound, she saw Breeze pleasuring herself, while looking at Mane-iac with fear. She wasn’t sure why she was doing so, but she knew she could play the situation to her advantage.

Mane-iac soon walked towards the scared earth pony, but her fear turned to confusion when Mane-iac’s tongue soon claimed Breeze’s tongue, preventing her from screaming. “Hehe... naughty girl.” She then moved Breeze towards a table and continued to make out with the blushing earth pony. Her mane slowly moving around the cream mare’s body. Mane-iac soon snaked her hands up to Breeze’s rather perky D-cup breasts and gave them a soft squeeze. Breeze moaned in response. She soon broke the kiss with the mare.

“Oooh… you really are a naughty mare…” She cooed as she continued to grope and massage the moaning mares’ breasts. “But you picked the wrong room to be masturbating in.” She added. That’s when her mane bound Breeze’s limbs, leaving the blushing mare suspended in the air.

“P-please, l-let me go.” Breeze stuttered.

“Don’t worry.” Mane-iac said, caressing the mare’s cheek. “As long as you do what I say, I won’t hurt you.” She added. Mane-iac soon locked lips with the mare again, but her hands traveled down towards her rather soaked marehood.

‘Why is it always the quiet ones?’ She thought to herself as she inserted two of her fingers in the mare’s marehood. She moaned in response as she felt her marehood getting teased by probably one of the most dangerous villains in Maretropolis. Mane-iac felt herself getting aroused by making out with her, so she reached up to her chest to find the zipper on her suit and pulled it down. She left it on, but her mammoth KK cup breasts bounced free from their prison, her marehood also on display. She once more broke her kiss with Breeze who was now looking a little dazed.

“You seem rather thirsty.” Mane-iac teased, while still fingering the mare. She pressed her breasts together with her arms. Streams of white liquid soon squirted from her dark purple nipples. “Do you want a drink?” She added, looking into the mare's eyes. Breeze stared at the luscious breasts in front of her, milk dripping from the large nipples. She nodded.

“Y-yes m-m-ma’am.” She squeaked, excited but nervous.

Mane-iac grinned, and moved the bound mare towards her breasts. Breeze took in a deep breath to calm herself, and opened her mouth as she was pulled towards her breasts.

Mane-iac held back a moan as she felt her lips wrap around her nipple, the pressure in her breast slowly receding. Breeze started to suckle the nipple, happily drinking the milk, which tasted like banana cream mixed with chocolate. While she was nursing from Mane-iac, Mane-iac moved her other hand to her own marehood, feeling herself getting aroused even more. She inserted two fingers into herself, and started to finger herself.

“Mmm, that’s right.” She moaned, feeling more pressure on her chest leaving. “Keep drinking.” She ordered, and Breeze alternated between both of Mane-iac’s breasts. She continued to suckle her breasts, enjoying the taste of the milk as it flowed into her mouth. Mane-iac moaned even more, feeling even more pressure leaving from her chest.

“Yes. You’re such a good slut.” She moaned. “But now it’s time to move on to the mane event.”

With that, she moved Breeze away from her breasts, causing her breasts to leave her mouth with a pop. Breeze took in a few deep breaths, having not been able to breath well while suckling. She yelped when she was turned upside down, and found herself facing Mane-iac’s leaking marehood, Mane-iac still fingering herself. Mane-iac grinned, and pulled her fingers out of her marehood. She then presented her wet fingers to Breeze.

“Clean them.” She ordered, and Breeze nodded, not wanting to offend her. Breeze opened her mouth, and closed it around her fingers, tasting the mare’s essence on them. She started to suckle on them, and started using her tongue to help clean the fingers. After several seconds, Mane-iac pulled out her fingers, a strand of saliva connecting her mouth to her fingers.

“I think that is enough of that, slut.” She said, moving her hand back up Breeze’s body. “It is time for you to get to work. Eat me out.” She ordered, moving Breeze closer to her marehood. Breeze nodded, and took another calming breath. She then opened her mouth, and stuck out her tongue. Mane-iac moaned as she felt her tongue touch her marehood. She moaned again as Breeze continued to lick her marehood, causing her juices to flow. Mane-iac then turned her attention to Breeze’s marehood. She moved her rear closer to her face, and licked it, causing Breeze to moan into her marehood. She continued to lick her marehood, sampling Breeze’s essence as she did so. Mane-iac decided to make her crack by using her mane to tease her clit. Upon feeling the tendril of hair tease her clit, Breeze moaned into Mane-iac’s marehood, sending waves of pleasure throughout her body. Mane-iac moaned in response, and felt herself getting close to the edge. She redoubled her efforts to pleasure the mare, and used her mane to pleasure her breasts as well. Breeze moaned even more upon feeling the added pleasure. She knew she was close to her limit, and redoubled her efforts to pleasure Mane-iac by taking her clit into her mouth and sucking on it. Mane-iac nearly came at this, but was able to steal her nerves and hold off her orgasm. She moved up to Breeze’s clit, and lightly nipped it. This was too much for Breeze, and she moaned loudly as she came, her juices flowing from her marehood. Mane-iac lapped up the juices, and felt herself go over the edge as Breeze continued to moan on her clit. Breeze felt herself become covered in juices as she slipped into unconsciousness, her orgasm having drained her of energy.

Mane-iac panted for a bit, her own orgasm having taken some energy out of her. She managed to catch her breath, and carefully flipped the mare around. Mane-iac then left her unconscious body inside the capsule while zipping up her costume. She then turned towards the console, and pressed a button, closing the pod up while leaving Breeze in the pod.

“This mare really knows how to please a mare.” She added looking back at the lust dazed Breeze, sleeping soundly in the pod. “May not have been part of my plan, but I at least had some fun with her.” She then left the room and snaked her way out of her prison. While looking around the place, she was surprised to find herself in the HQ of her arch enemies.

“So the Power Ponies were daring enough to take me right into their headquarters?” She said as she continued to look around. She sneaked by a few rooms to see if there was anything of value until she heard a couple voices from a room next to her. She looked around and opened the door to the next room to find Shadowmane and High Heel in a energy cell near them. Mane-iac couldn’t help but snicker in response when she saw them in their current state.

“Well isn’t this a pretty sight.” Mane-iac snickered, causing the two mares to look her way.

“Bout time.” Said a rather impatient High Heel. “Didn’t think you’d get us out of jail this fast.”

“We’re not exactly in jail.” She added, making both mares look at her in confusion.

“What do you mean?” Shadowmane asked.

“This isn’t a prison.” She added while looking around for a switch or a console to deactivate the energy cage. She soon found one on the wall. “We’re in the headquarters of the Power Ponies.” With a sinister grin she smashed the console, causing the energy cage to dissipate. Both mares were able to leave the cage without fear of being zapped.

“So we’re in their base?” High Heel asked, finally being able to stretch her legs.

“That's right.” She cackled with a sinister grin. “Meaning plenty of weapons ripe for the taking.”

“I smell a plan.” High Heel said with enthusiasm. “What do you have in mind?”

Mane-iac grinned. “Well, i’m glad you asked.” She said, rubbing the tendrils of her mane together. “We are going to search the base for their weapons vault. They must have one.”

“I agree with this plan.” Shadowmane said, startling the mares slightly. “I would love to see the weapons the Power Ponies have in their vault. I would love to ‘borrow’ some from them.”

“She’s right.” Mane-iac added. “The Power Ponies have a massive vault of weapons that were confiscated from other villains over the years.”

“So they had them locked here if the authorities security detail failed to protect it?”

“Yes!! And now we can break into the vault, and get the weapons for ourselves.”

High Heel grinned, and said, “I think I may know how to find out where the vault is.”

Shadowmane and Mane-iac looked at her. “You do?”

High Heel nodded. “I do.” She pointed to a nearby console. “We can use the console to find it.”

She then strode over to the console, and activated it, allowing her to find a map of the place.

“See,” she said, pointing at a nearby room. “There’s the vault. It’s just a few rooms down.”

Mane-iac and Shadowmane grinned, and Mane-iac cackled.

“So, just a few rooms down? Let’s find out.”

With that, the villainous trio left the room, and headed down the hallway, looking for the weapons vault.

-Stripes view-

Meanwhile, Stripes had just left her room with a cup of coffee in her hand. She wanted to take a break after an entire day without sleep after Twilight and her friends each took a round with Spike.

‘I should check on how Twilight is doing.’ She thought as she walked past the room where she was keeping Shadowmane and High Heel. She stopped when she noticed that the door was opened. ‘Did Breeze forget to close the door?’ She asked herself again when she looked inside.

When she looked inside, she noticed the broken panel on the wall. Not only that, but the two mares she thought of earlier, were missing.

“The panel’s broken? But how?” She started to get confused as she looked around the room to see if anything else was missing. Her eyes landed upon the console on the left to see that the map of the place was on the screen.

“This can’t be good.” She said to herself as she went to look for her assistant. She was worried. If the villains had escaped, this could only spell trouble for them all. Twilight’s friends still hadn’t fully recovered, and she wasn’t sure if Twilight was okay, or still dealing with Spike in his ‘current condition.’

‘Please be okay.’ She thought as she looked around each room. She could only hope to find her assistant before it was too late. She saw another room that was open, and looked inside only to find Calm Breeze inside of a stasis pod, passed out.

Stripes ran over to the console, and pressed a button on the pod, causing the pod to open. Calm Breeze slumped on the floor still unconscious on the floor. What was shocking to Stripes was that she was also naked. The lab coat she had previously given her was a mess on the floor.

‘One thing… I ask you to do one thing…’ She thought to herself, as she had to keep herself from taking her anger out on her unconscious assistant. She soon heard a mumbling noise and looked down to find Breeze slowly waking up. Breeze slowly opened her eyes and sat up, only to stare into the burning eyes of her angry boss.

“Ms. Stripes… what happened?” Breeze asked, unaware of her boss’s anger that she was trying to keep under them mask. “I had the strangest dream.”

“Let me answer that question with another question.” Stripes said in a calm tone. “What exactly happened to the Mane-iac?” Breeze heard her question and she looked at the empty stasis pod behind her. She then remembered when she let the Mane-iac out of her pod by mistake.

“Oops…” She said with her face burning bright red. She turned back to her boss and could now clearly see her rage boiling.

“One thing, I asked you to do one thing!” She shouted, making the mare cringe in fear. “What happened?!!”

Breeze blushed, and told her what had happened. As she told Stripes, Stripes began to blush a little, especially when she got to the more ‘intimate’ parts. Once Breeze had finished telling her what had happened, Stripes sat there for a few minutes, thinking about what had happened. Several thoughts crossed her mind, one of them being ‘it’s the quiet ones you should look out for.’

“So how are the others doing?” Breeze suddenly asked.

“Well, after your little episode, the girls are currently healing.” Stripes began. “Spike is still in his monstrous state and I don’t think that Twilight is going to last much longer. Also, after what happened to you, it looks like the Mane-iac escaped with her entourage.”

“Isn’t there anything we can do?”

“Well, we should go to where they went.” Stripes said in response. “And that’s to the hidden weapons vault.”

“But how can they get pass the security?” Breeze asked. “The locks are DNA registered.”

“Exactly.” Stripes added. “Only myself, or the Power Ponies have access to the vault. It may take them a while to figure that out, so it can at least buy us some time until the girls recover.”

“What about this Twilight?” Breeze asked.

“We’ll worry about them later.” Stripes began. “For now we have to buy some time until the girls recover.

Suddenly, the mares felt something that felt almost like a bee sting on their necks. They put a hand to where they had felt the stings, and felt something sticking out of their necks. They grabbed the strange things, and pulled them out of their necks. Pulling the strange items in front of their faces, they saw that the items were darts.

“What are these?” Breeze asked, turning to look at Stripes.

Stripes gulped, and looked at Breeze. “They are-” She froze, finding herself unable to move. Breeze tried to ask her what was wrong, but found herself frozen as well. Suddenly, they could hear someone chuckling behind them. They tried to move to see only for a pair of eyes to glare back at them from the shadows.

“So that’s your plan?” The figure said while glaring back at them. It soon stepped from the shadows to reveal itself as Shadowmane. “But you didn’t count on me returning.”

“Shadowmane…” Stripes groaned as she tried to move. Her entire body felt paralyzed.

“Don’t bother.” She said as she drew her hidden blade on Breeze. The naked mare was scared for her life as the blade inched closer to her bare skin. “That needle I hit you both with was laced with a special paralysis poison.”

“P-poison?” Breeze stuttered.

“It won’t kill you. It will just leave you frozen for a few hours.” Shadowmane added, retracting her blade back into her wrist. “If you do what we ask, we won’t hurt you.” She demanded. Stripes didn’t seem to have a choice in the matter with Shadowmane being a hired assassin.

“What do you want?” Stripes asked.

“I overheard you talking about how the vault is DNA scanned by you and the Power Ponies,” She began. “So you’re going to help us open the vault.”

“You expect me to help you?” Stripes said. Shadowmane wasn’t going to have any of it. She pulled her hidden blades out again, only to see a strange purple liquid at the tip of the blades.

“I’d suggest you comply,” She then turned to Breeze again, who looked like she was going to wet herself. “Or your assistant will have a taste of my special poison.” Stripes started, wide eyed from seeing the poison-covered blade.

“This one acts fast and she’ll die within an hour if you’re not careful.” She said, pointing the blade at Breeze’s neck.

“Okay, we’ll do what you ask.” Stripes nearly yelled, not wanting to see her assistant hurt in any way.

Shadowmane retracted her blades, satisfied. “Good. Now, let's go.” With that, she threw down a smoke bomb, shrouding their vision. Soon, everyone was gone from the room they were in.

-Weapons Vault-

Meanwhile, Mane-iac and High Heel were attempting to open the vault door. Mane-iac used her mane to try and rip the doors off the frame, but they refused to budge. Meanwhile, High Heel kicked the door with her sharp heels, but didn’t even leave a scratch on the doors.

Mane-iac groaned, turning to High Heel. “How tough is this door?!!”

High Heel shrugged. “Beats me, but it’s made of some metal that not even diamonds can scratch.”

“Shadowmane, what do you thi-” Mane-iac trailed off as she and High Heel realized that a certain ninja mare was missing.

High Heel huffed. “Where did she go?!!”

Mane-iac just turned her attention back to the door. “I don’t know High Heel. I don’t pretend to know what goes on in that head of hers.”

“Well where did she go off to?” High Heel groaned, kicking the door. She yelps in pains and pulls her hoof back and starts hopping on one leg in the other one. “Stupid door!!” She shouted in rage.

“Try to relax High Heel.” Mane-iac told her, walking towards the door. “We need to figure out how to open this door since we don’t have clearance to enter here.” Before she had a chance to finish, they get blinded by black smoke. Both mares entered a coughing fit for a few seconds until the smoke cleared up to reveal Shadowmane and the two mares who were currently frozen in place.

“Where the hell have you been?” High Heel asked in annoyance. She then glanced at the two captives behind her. One of which was void of any clothing as she was blushing heavily. “And who are these two?”

“This one is going to open the door for us.” She said pushing Stripes forward who promptly grunts after hitting the floor. She still couldn't move after she and breeze were injected with the paralysis venom. Stripes was about to say something back until Shadowmane pointed her katana and Breeze’s neck. “Otherwise, her little assistant won’t live to see another day.”

“What do you mean that she can open it?” Mane-iac asked, looking back at the mare she had fun with earlier. “And I see you brought my earlier playmate.” She added, making the cream colored mare blush in response.

“She has authorized access to the vault.” She added in a calm tone. “So, she’ll be the one to open it, unless she wants her assistant to die.” Shadowmane added, pulling the poisoned tipped dagger from her wrist, and pointed it towards Breeze’s neck.

“I can’t exactly move.” She added in response, trying to keep her from killing Breeze. “Thanks to your paralysis, we’re still frozen.”

“That can be fixed.” Mane-iac called out, as she used her mane to carry the paralyzed Stripes towards the door. Stripes felt her body being wrapped by Mane-iac’s mane as she held her in front of the door. “So how does this door work?”

“It’s based on a retinal scan.” Stripes explained, looking at the scanner. “Only my eye, as well as the Power Ponies, can open the vault.”

“Then I suggest you open the vault. And do it quickly!” Shadowmane snapped.

Stripes sighed, and then turned her attention to the door. “Computer!! Activate retinal scan.”

A robotic voice responded. “Retinal scan activated. Please stay still.” With that, a red laser shot out from the door and landed on Stripes’ right eye. “Scanning. Scanning. Scanning. Scan complete! Welcome Doctor Stripes.” The laser disappeared, and the door began to open.

As the door opened, Mane-iac pulled Stripes back. Mane-iac and High Heel gasped at the array of weapons that were stacked among the shelves. Shadowmane simply hummed in response from the display.

“I think Heart Warming’s shopping came early this year.” High Heel said in response.

“What do you plan on doing?” Stripes asked in response. Stripes was suddenly pulled towards Mane-iac, making her look into her crazed eyes.

“Well we already know what we’re going to do.” She added with a sickening snicker. “We’ll find the strongest weapons that are within this room and destroy the Power Ponies. We will then take over Maretropolis, and no one will stop us!!”

Shadowmane spoke up, “You can take over Maretropolis for all I care. All I care about is doing my best with my jobs. And at least one of these weapons should help me get my jobs done.”

Stripes gulped. “I wouldn’t meet up with the Power Ponies after taking the weapons, since they could find a way to beat you with the weapons.”

“I don’t think so,” said Shadowmane. “The Power Ponies looked like they were in no condition to fight. In fact, I had overheard you talking to your assistant here about how they were out of commission.” Stripes flinched at Shadowmane’s response, but didn’t deny it.

“Oh this is perfect. Been meaning to give that blue whorse some pain after what happened to us.” High Heel squealed.

“Wait! You don’t understand-” Stripes tried to explain, only to have her words hitched in her throat when Mane-iac suddenly squeezed on her neck.

“Enough of your excuses.” Mane-iac snapped, squeezing harder, making Stripes lose her breathe. Calm couldn’t do anything to stop her, she was too frightened to speak.

Strangely enough, it was Shadowmane who came to the rescue. “Mane-iac!!” Mane-iac turned to Shadowmane, who called out her name.

“What is it Shadowmane?” She added, slowly letting go of Stripes’ neck. She was still struggling to breathe as Mane-iac still had a rather tight grip.

“We can’t really kill them yet, so may I offer a suggestion?” She added.

“Go on?”

“We can use her and her assistant as hostages if they try anything.” She added. “This time they don’t stand a chance.

“Alright.” Mane-iac agreed with her. She then let go of Stripes’ neck, allowing her to breathe again. “Look’s like you and your little friend are still of use to us.” She added.

“Are we gonna find a weapon soon or are we just going to stand here?” High Heel interrupted. The mares turned their attention to the weapons before them. Shadowmane, hefting Breeze over her shoulder, walked over to where the swords were, and started to examine them, looking for one that would suit her needs. High Heel walked over to where she had noticed several belts and gauntlets hanging up, and started examining them, descriptions of what each belt and gauntlet could do underneath them. Mane-iac, still holding Stripes in her mane, walked to the back of the vault, something immediately catching her eye. It was the orb the Power Ponies had taken from her before, safely tucked away in a glass safe.

“Oh it’s so nice to see you again.” She cooed as she opened the glass case and carried the orb in her tendril like mane. “At least I can power my machinery again.”

Suddenly, a shrill squeal could be heard from High Heel. Mane-iac turned to see High Heel wearing a silver belt with a topaz in the center, and silver anklets on her high heels.

“These work perfectly.” She said in a rather excited tone as she admired the accessories she was wearing. She turned to Mane-iac, who looked at her with a rather dull expression. “What? Girl’s gotta find something to match her outfit.”

“But was the scream really necessary?” She added. High Heel was about to say something until Shadowmane arrived with a Flaming Katana and a utility belt with explosive daggers.

“I see you found what you liked.” High Heel added.

“It suits me…” Shadowmane spoke, but soon turned to the Scientist and her assistant. “Now where are the Power Ponies?” She threatened, drawing her new sword at Stripes’ neck. Stripes tried her best to stay calm. “Not willing to talk? How admirable.” She added, pulling away from Stripes but soon pulled her blade against Breeze. Stripes wanted her to stay strong, but her assistant Breeze broke.

“They’re still recovering in the infirmary.” She blabbed out loud.

“Interesting.” Shadowmane said, still having her blade against Breeze’s neck. A thought suddenly crossed the assassin’s mind, so she turned back to Stripes.

“You mentioned how they were recovering, but you never mentioned why they needed to recover.” She asked, while yanking Stripes by her mane. “May I ask why?”

“They were trying to stop the monster you created.” She groaned. “After humdrum mutated, he attacked the girls and I had to bring them back here along with him after he was knocked unconscious.

“She must be talking about their little sidekick I threw in our little experiment.” Mane-iac said.

“You did that to Humdrum?” Calm Breeze asked in a distraught tone.

“Why, yes we did.” Shadowmane said. “But back to the question. I don’t get fooled easily, so don’t lie to me. If you do, well, your assistant here will be in for a world of hurt.”

Stripes had been determined to not tell the villains what had actually happened to the Power Ponies, but she had no choice. Sighing sadly, she said, “Alright, you win. The Power Ponies are in the infirmary, in stasis pods.”

Mane-iac grinned at this new information, and spoke. “Take us to them. And don’t worry, I will carry you.” With that, she wrapped her mane around Stripes, and picked her up. Shadowmane hefted up Breeze onto her shoulder, and spoke. “Take us to the infirmary.”

Stripes sighed, and nodded, before beginning to direct them to the infirmary. Once they arrived at the infirmary, they could see the Power Ponies still inside of the pods that Stripes described earlier.

“So you weren’t pulling our legs.” High Heels said in delight. “All of the Power Ponies are all in pods.”

“Not everyone is here.” Shadowmane said in response. “Masked Matterhorn isn’t with them.

“The Masked Matterhorn is still dealing with Humdrum.” Stripes said matter-of-factly.

“I haven’t seen that little runt since we were locked up here.” High Heel said in response. “I still want to pay him back for knocking me out earlier.”

“We’ll worry about him and Matterhorn later.” Mane-iac said. “We at least have her little possy to deal with.” She added as she, Shadowmane, and High Heel walk over to the console that controlled the stasis pods.

“So how do you work this thing?” High Heel asked.

Stripes nodded her head towards a console on the wall. “That console controls the pods. If you unfreeze me I could-” She was cut off when Shadowmane took the flaming katana and slashed the console, causing it to malfunction. It sparked and spluttered, the power in it having been cut off.

“Nice Try.” Shadowmane said, turning to a distraught Stripes.

With a Whoosh and the sounds of fluid draining, the pods slowly opened, the fluid in them having drained away. The girls, who had been leaning against the pods while in stasis, fell out, startling them, except for Shadowmane. The girls started to wake up, moving around and stretching. They then opened their eyes, looking right at the smiling villainess mares as they hold their hostages.

“Been meaning to pay you bitches back for earlier.” High Heel said, walking over to Fluttershy as she did so. “And I guess I’ll start with you.” She pulled her leg back, preparing to kick her, only for Fluttershy to lunge at her and kiss her on the lips. High Heels was shocked to say the least, as her face burned bright red in response. Fluttershy just kept her lips locked with hers.

The room was filled with mixed reactions from this. Mane-iac was shocked to say the least, while Breeze and Stripes had worried looks on their faces. Shadowmane was confused as to what was going on.

“Well this has turned into a really rough day.” Stripes said in exasperation.

High Heel struggled with Fluttershy for several seconds, before successfully forcing her off.

“What the fuck was that about??!!!” She yelled, looking back at Fluttershy who just smiled and stared at her with hearts in her eyes and drool in her mouth.

“You… taste… amazing…” She cooed as she crawled over to her. High Heel backed away from Fluttershy, still bright red from the sudden kiss.

“What is wrong with you?” She asked, still backing away from her. She suddenly felt a mares breasts behind her. She turned around to see Pinkie looking back at her with a seductive grin.

“Somepony needs some attention.” Pinkie added, reaching around and groping High Heel’s breasts. High Heel had to repress a moan since Rarity started licking at the nape of her neck. Meanwhile Fluttershy suddenly got between High Heel’s tights and started to lick at her marehood. The mares faces were just bright red from the display they were seeing.

“Somepony get these two off of me!!” She shouted, shaking the mares out of their shocked state. Mane-iac used her tendrils to grab the two lusty mares, and dragged them away.

“No fair… I wasn’t done...” Pinkie wined, turning towards the Mane-iac.

High Heels panted, and was confused as to what just happened. Two of her arch enemies suddenly kissing and molesting her as if they were lovers….not something she thought would ever happen to her in her villainous career. Shadowmane then turned to Stripes and Breeze.

“What was that about?”

“It was what I was trying to tell you earlier, before you tried to kill me.” Stripes began. “The Power Ponies are infected.”

“Infected??!!” High Heel shouted. “What kind of infection could cause them to do...this?!!!!” She added pointing at the lust dazed Pinkie and Fluttershy.

“You’re little experiment with Humdrum became a bust and turned him into a lust induced monster.” She added. “And as you can see, this is what became of the Power Ponies after he got his hands on them, and I fear that if he gets out, he’ll turn all of Maretropolis into his personal breeding ground.” Stripes explained.

“Our super soldier experiment did this?” Shadowmane asked, still confused as to what was going on. She soon flinched when she felt somepony brush up against her leg. She looked down to see that Applejack and Rarity were rubbing up against her body.

“Hey, get off me!” She shouted, getting from between them. Rarity and Applejack wined in response not feeling against the assassin. She then turned to the still frozen Stripes and Breeze.

“Can’t you control them?” She asked.

“I can’t...” Stripes stated in a blunt tone. “They each took turns with Humdrum to try and drain him of his hormones for your serum to wear off. But at the rate he’s going, and with what he did to the Power Ponies, he looks as if he’ll last for days.”

“Sorry, but this is out of our control…” Calm Breeze added, agreeing with Stripes. Shadowmane was about to force them to explain what was going on further, but her legs were suddenly grabbed by Starlight and Trixie, who stared back at her with lust.

“Hello, sexy.” Trixie said, brushing up against her left leg. Starlight followed suit with Shadowmane’s right leg. Shadowmane suddenly felt her hood pulled off, revealing a dark black mane with a set of golden eyes. Her outfit was similar to Mare-do-well’s outfit before it was ripped up, but they found out that the assassin was hiding a rather curvy figure underneath the large hood. Her suit was skintight, outlining her heart shaped butt, slim waist ,and her plump EE-cup breasts.

“Who would’ve thought that an assassin would hide such a beautiful and sexy body.” Trixie teased while Starlight was casually holding Shadowmane’s hood.

“Hey, that’s my hood!” She shouted, trying to get it back. She was about to take a swing at Starlight, when she was suddenly kissed by Trixie. She was soon forced on the ground by both mares as they continued to tease and grope her assets.

“Alright, enough of this…” Mane-iac called out, using her tendrils to grab all the lust dazed mares in the room. She looked at the mares in her mane, checking to see if she had them all, but noticed that one was missing.

“Zapp.” She growled. She was missing Zapp.

Suddenly, she felt her butt slapped, causing her to yelp and turn around, only to find herself looking at Zapp, who was looking at her with lust.

“Wow. You got some nice melons, don’t you?” Zapp said, groping Mane-iac’s melons. The pleasure she was receiving from her large melons being groped was causing her to lose focus on her mane, allowing the lust filled mares to become free. Mane-iac could feel her melons churn with milk as they were groped. Soon, she was lactating through her suit, and her milk started to stain her jumpsuit.

“Ooh, you even lactate…” She added with a moan, and reached for the zipper on Mane-iac jumpsuit. She found the zipper on her chest, and pulled it down, letting her leaking melons bounce free. Rainbow Dash then moved towards Mane-iac’s left breast and started to suckle. Mane-iac started to moan in response when she felt Rainbow Dash drinking her milk as if she was her foal. She was about to force her off when she felt her lips mashed by Pinkie Pie and Fluttershy, going for her marehood.

Shadowmane and High Heel soon get molested by Rarity, AJ, Starlight and Trixie. High Heel could feel her zipper pulled down letting her rather large breasts spill from the jumpsuit. Rarity wasted no time taking one of her nipples in her mouth while Applejack, claimed High Heel’s mouth as she made out with her.

“Is there anything you can do to slow them down?!!” Shadowmane barked.

“We would if we could move our limbs…” Stripes remarked. “And you can’t seem to reach the console with the Power Ponies currently molesting you right now can you?”

Shadowmane contain a moan when Trixie used her own horn to break part of her jump suit in the crotch area and didn’t waste time in lick her shave pussy like there is no tomorrow. Starting to panic and getting a hand free she reach for 2 darts with the antidotes and hit both Stripes and Breeze, releasing them from their paralysis. “There! Now HEE…HMPHJT!!!” Shadowmane try to yell, but Starlight claim her face and forcefully made her eat her up while Trixie tickle her so she used her tongue as well.

Meanwhile Zapp has leave Mane-iac for a second only to return with the sperm sample Stripes was investigating with. Not knowing what the container was, Mane-iac start to fear as she shake her head. All the while, Zapp nods her head and drink the sperm in one big gulp, only to force feed it to Mane-iac with a force and intense french kiss, even making her swallow it by pressing her pinkie finger inside of the mare anus making her gulp from the surprise.

Stripes and Breeze could feel the antidote working as they were finally able to move their limbs again. Seeing as they were finally free, Stripes gets behind the console and pushes a few buttons.

From the console 8 sets of ear plugs open and Stripes take two putting one of them on and passing the other to her assistant. “Put this on.” She order and Breeze comply. Once put Stripe press a button and a low frequency start playing in the room frozen every mare in place.

“W…what is…happening!” High Heels asked in panic trying to move her body away from the crazy mares to no avail.

“Why can’t we move?” Shadowmane said finally getting her lips free from Starlight. She then turns to a smiling Stripes as she and Breeze were looking at them “What did you do?!”

“That frequency you’re all hearing is what is currently hindering everyone's movement, except for us.” Stripes explained.

“Oooh... kinky! Ok me first, me first! Use me as a dinner table!” Pinkie tells with excitement thinking of the situation like a dirty role play. The villains flinch at the idea but the doctor and assistant pay no mind to her.

“So, karma for me hitting you with Paralysis and threatening your assistant? Is that it?” Shadowmane shot back as things immediately took a turn for the worst after what happened.

“I was thinking we would work out a new deal.” Stripes began as she walked by the frozen villains as well a the Power Ponies who couldn’t help but gaze at the zebra mare’s lovely assets. Stripes paid no attention to them, and take Shadowmane away from her captors. “Hey! We were using that!” Trixie wines.

Ignoring their complains he put Shadowmane over her shoulder and motion to her assistant to go grab High Heels and Mane-iac.

“What, you want me to carry those two? B…but professor…”

“NOW!” Strip yells in anger making all the mares moan in excitement and Breeze flinched and comply.

“Oh yeah you sexy doctor, order us around.” Fluttershy tells with a drool on her mouth. Strips and Breeze just ignore her and focus on getting the villainess mares out of the room. Breeze starts of with High Heel and got her away from Pinkie Pie and Fluttershy, mush to the dismay of the two mares.

“Aw, no fair!” Pinkie called out.

“We’re still not done yet.” Fluttershy added with a pout. Breeze just does her best to ignore the two and moves High Heel out of the room. She soon tries to get Mane-iac away From Rainbow Dash, Rarity and Applejack, but when Stripes notices Mane-iac being taller and her assistant struggling to even move her, Stripes sighs in response and decided to help her assistant carry her too.

Once out of the room Stripes turn around and it's about to seal the medical wing of the building when a thought cross her mind and she look at Fluttershy in panic who was still air kissing her. “Hold on.” She tell her assistant and return to the room to pick up Pinkie Pie.

“Yay me first!”

“SILENCE!” She orders and Pinkie shivers and nods, her marehood getting wetter. Moving her body like a doll she change her position as well as Fluttershy, Applejack and Trixie. So now Fluttershy face were facing Pinkie left nipple, Trixie was put directly beneath Fluttershy marehood and Applejack face was facing Trixie marehood while her legs rest on Pinkie shoulder giving her access to the farmer pussy and ass.

“Now eat each other!” Stripes orders

“Yes Mistress.” All the mares say at the same time and comply with a happy tune as the rest left out just whine at the show.

With a sigh Stripes leaves the room and lock it behind her.

“Why did you do that professor?” Breeze ask in confusion.

“Do you remember what Saddle Rager’s power is?”

“Yes.”

“Do you want an angry, horny house tall Saddle Rager monster coming at you?”

“Oh…oh!” Breeze understand the implication and turn pale as the others villaines while the 5 of them retreat to the command center.

Once safe Stripes sit and look at the villains, “Ok now let's talk a deal.”

“Save it doctor.” Shadowmane is the first to talk “We know when we are beaten, just call the police so we can be arrested and leave this mad house.”

“Leave? Oh I’m sorry Shadowmane I’m afraid that will be impossible. You see because of what you did to my control panel, and the situation we were dealing with of the Power Ponies condition, I was force to make a tough call and put this entire building in lock down.” She tells looking down. “Nothing gets out or in for at least…” She look at a wall clock “…two more days.” She tells before sighing, realizing that a whole day has already pass.

“So we’re stuck in here?” High Heel groans in response. Mane-iac and Shadowmane were pretty pissed about the situation as well. But seeing as they couldn’t get out of this situation, they really didn’t have much of a choice.

“What do you want?” Shadowmane finally speaks.

“For now? Working together. Whether we like it or not, we are what is left of sane ponies in this building and if we start to fight and argue now, we will be destroyed either by Hum Drum or the now crazed Power Ponies. So I invoke a temporary truce, so we can all survive this crazy ordeal.” Stripes explained. She also adds this into it.

"You think they are bad now? Just imagine what would happen when they used their powers on you to try 'new things'"

“What?” High Heel asked in shock and fear.

"Tell me, what do you think would happen, when Saddle Rager gets mad yet is still as horny as she is now?" She added “High Heels you experience her ‘loving kisses’ just a second ago and know that it wasn’t easy to get away from them, picture this, same situation but now with a mare that can break you like a twig if you dare refused anything she does to you” Stripes tells with a neutral tone as she watch the color in the mare in question drain completely.

“Or this, Mistress Mare-velous or Zapp, one try to tie you up so you are at their complete mercy the other try ‘extreme’ experience by experimenting lighting on your groins, do you think any of them will be dedicated?”

“Ok! You made your point!” Shadowmane tells starting to get afraid of what is behind the room they were currently in “We have a lot to lose if we don’t comply.”

“The point is, all of us had two options, we work together and survive or it’s every mare for themselves and be hunted down like animals one by one, your choose.”

The villains look at one another debating Stripes words and think it over before finally nodding and looking at her. “Fine, we will play by your rules, for now.” Mane-iac responds.

“Good in that case I will make the walls in this hermetic so you don’t hear the sound anymore, so we can properly think of a plan. But first since you have super powers and we don’t, we will have to had a little assurance that you will not try anything funny.” Stripe says eyeing Mane-iac

“Gee, somepony needs to remove the dildo stuck between her butt cheeks.” Mane-iac says with a roll of her eyes before looking at her with a creepy smile. “Do you wish from some help?” She tells with a wink.

“No, but you will wish if you try anything” She tells before going into her console and pressing a bottom she take out from a compartment sets of metal wristbands from it. “The deal is easy, listen to us and stay calm? Everything is fine and this will only track your moments. Attack us or try to run away? Sleeping poison will be injected into your bodies, and we will not help you from whatever creature finds you vulnerable.”

Stripes explain before putting the wristbands on the tree villains

“Fine, now you have your insurance, so lets us move already!” High Heels tells getting impatient from being frozen in place.

Breeze nod and press a button that makes the walls ermetic silencing the sound and allowing the villains to move again. Shadowmane in particularly stretch before remember something and look at the others “Ah do you by chance…”

“…If you don’t mind being in one of the power ponies spare outfits, from 3rd to 8th locker on the right” Stripes tells pointing to a row of lockers, in the room.

“Thanks” Shadowmane nods and goes there to find a replace for her now hollow outfit so her crotch is no longer exposed.

With that out of the way, Stripes and Breeze take out their ear drums. “Can you hear me now Breeze?”

“Yes doctor.”

“Good, in that case GO GET DRESS IMMEDIATELY!! AND I SWEAR CALM BREEZE, IF I FIND YOU NAKED IT ONE MORE TIME, I’M THROWING YOU RIGHT AT HUMDRUM’S DICK MYSELF!!!” Stripes says in anger making her assistant jump from the outburst and rushing to a locker where she finds a third change of clothes witch she wish will be the last one she will ever need.

Author's Note

Credit to fellow writers in the title description as well as Steel Quill for some edits he pointed out for me. This was a rather interesting wake up call for the villain mares after they took the Power Ponies out of stasis, but don't worry. There will be more sexiness in the next chapter. Lesbian chapter is credited by PuzzleMaster98 and a few special bits from Lightning Ace as well.

To Sate A Beast - Part 4

Stripes sighed as she was back into the control room. After she finished her verbal rant on her assistant, she turned to the two villains who just lounged around the control room. Each mare was sitting in a random chair just waiting after Stripes outburst with her assistant. The only one missing from the group was Shadowmane as she was with her assistant trying to get dressed.

“So how long until your assistant gets back?” High Heel asked.

“Until she gets a new change of clothes.” Stripes said, sitting onto another chair.

“I still don’t know how any of this even happened.” High Heel said in confusion. “Those scientists we hired said the formula was full proof.”

“It's a long story.” Stripes tells them. “Plus the formula you made was accidentally botched up.”

“Masked Matterhorn was the only other pony I didn't see with the rest of the Power Ponies.” Mane-iac said standing up from her chair. “You mentioned something about being with HumDrum. So where are they right now?”

The only thing Stripes did to answer her question was go towards the monitor and turn it on. Once that happened, the rest of the villainess mares got a big surprise the moment they discovered the leader of the Power Pony team in what appeared to be the middle of a rough fucking session with Humdrum, who was still in his monstrous state from earlier. Her stomach now reached the floor as Spike continued to pound away in the unconscious mares marehood. Twilight was literally seeing stars as Spike continued to use her as her fuck toy.

“What the fuck?” High Heel said in complete shock as to what was going on.

“Our experimental formula really caused this?” Mane-iac asked confused. As Stripes was about to say something, Spike let out a mighty roar as he unleashed another torrent of seed inside of the lust dazed Alicorn from his swollen nutsack. Twilight’s belly expanded even further as a result as her marehood clamped down on his dick. Spike kept a firm grip on Twilight’s arms as more of his potent semen was being pumped in Twilight's now limp body. When he felt himself spent, he rested on the ground while his member was still inside of Twilight. He started to move again while Twilight was moaning like a complete cockwhore wanting nothing but to be Spike’s personal cum dump to use as he saw fit.

“More…” She moaned, leaning towards Spike for a kiss. “Give... me… more…” Spike didn’t waste anytime with Twilight and started thrusting his hips in her again.

“How long was she with him?” Mane-iac asked in confusion from what the girls were looking at on the monitor.

“Seven hours.” She answered.

“Seven hours?” Mane-iac asked in shock and at the same time amazement.

“I’m amazed that she even lasted this long. Also, this was the result of your experiment when Aphrodisiac was mixed in with your formula.”

“Aphrodisiac?” High Heel asked, turning to Stripes in confusion.

“That’s right.” Stripes added. “The bottle I got from a sample that Mare-Do-Well gave me contained some traces of Aphrodisiac.”

“What?” High Heel asked, trying to hide her anger. “Why would Aphrodisiac be in our-!” She stopped her rant when she remembered when she and High Heel captured Mare-Do-Well and Dazzling Mage. “That little bitch.”

“So the Power Ponies brought this on themselves.” Mane-iac said with a slight chuckle. “So they turned themselves into willing sluts.”

“You were the ones who threw Humdrum into the tanker, so you’re all just as responsible for what happen to this team.” Stripes warned them.

Mane-iac was about to make another snide remark, but the door behind them opened up and on comes Calm Breeze, and Shadowmane. Breeze was fully clothed with a clipboard in hand and the second was, fortunately was using one of Dazzling mares jumpsuits who more or less, match her regular clothes the most, yet unfortunately it was a size too small so from time to time the poor mare had to stop and pull her crotch area or ass for comfort.

“H-hello…” Calm Breeze was cautious around the three villains after what happened to her earlier. It also didn’t help that she was given a lustful gaze by Mane-iac so she sat beside Stripes. She soon looks at the monitor to see that Twilight was still being railed by Spike. “He’s still going at it?”

“Yes, he is.” Stripes explained. “And it appears Masked Matterhorn has reached her limit.”

“So why did the Power Ponies go through with this?” Shadowmane asked as she sat in a random chair in the room, crossing one of her legs.

“Two reason to be precise. The first was a bit obvious, thanks to you, the formula make Hum Drum could only think two things, attack enemies on side and mate, and since you attacked him once he was awake he would start a rampage, so mating was the only option to keep him calm.”

“Why didn’t you just use anesthesia?”

“The aphrodisiac and your own formula is too strong.” Calm Breeze explain. “Any kind of sleeping drug or gas would simple loss its effect very soon if not be complete unaffected to begin with.” She told them with professionalism not noticing one of Mane-iac hairs starting to circle around her leg.

“Illusion?”

“Strong nose, he would see right through them and make him angrier.”

“Reverse engineer the formula?”

“Need time and most of it was destroyed. Besides would any of you have helped when a monster was hurting your enemies?” Stripes told them with a glare.

“I still think there should have being a better option than to open your…”

“High Heels, trust me if their was we would have done so.” Stripes said with seriousness before looking down. “There isn’t and we need to do something before he kills Mask.” He replied in sadness.

The moment soon was broken when everyone heard a yelp and when they turned they saw Mane-iac groping Calm Breeze and using her tentacle like mane to pleasure her clitoris one of which manage to grab the small numb inside of it and it was in the midst of pleasuring it. “Well if there is no option, we might as well…warm up.” She said in a whisper as she licked Calm Breeze’s cheek.

“P-profesor…help me!”

“Mane-iac, what are you doing!” Shadowmane asked in alarm and tried to help but Mane-iac captured her as well.

“Come on girls, join the fun.” Mane-iac said as she was about to capture the others as well, but Stripes put her earplugs in again and used the sound and froze everyone once more.

“Tease.” Mane-iac told her with a pout.

Stripes remained calm and released her assistant before using a flashlight on Mane-iac’s eyes, revealing the faded image of hearts on it. “Looks like we got our volunteer.” She retracted before Mane-iac could kiss her. “She is infected.”

“Infected with love honey! And I’m in dire need of some affection.” Stripes ignored it and went to get more earplugs before approaching her assistant, High Heel and Shadowmane.

“The sound will freeze him momentarily but I’m not sure for how long so we will do this. Breeze and I will pull Mask away from the beast, while you place Mane-iac inside, understood?” The villains nodded and Stripes put the earplugs on their ears so they could move. Once free, they didn’t waste time in taking Mane-iac and opening the door where Spike was hard at work with Twilight.

The moment they heard the sound their movements froze in place surprising both participants. “Ah?” Twilight groaned in confusion at the sudden stop.

“Relax Mask, for once we are on your side.” High Heels said before approaching Twilight and started to pull her away but she started to complain like a wild animal and tried to use her own pussy to remain on Spike, he for his part starting to growl like a possessive beast.

“Come on Mask, help us out here.” Heels said in anger as Twilight tried to remain on Spike’s dick. Shadowmane, seeing that, went to Twilight and in one swift move kicked her bloated stomach with all her strength. The effect was immediate, and like a hose Twilight released all the cum in her stomach and pussy and was propelled away from Spike like a living rocket, making her moan and cum one last time before passing out, her holes still leaking semen like a river.

Stripes looked at that and shook her head in disapproval, before getting her attention on Spike, who was growling in rage for what happened. She pointed to her assistant to go fetch Twilight while she worked on Mane-iac.

“Oh time for my check up?” Mane-iac asked, licking her lips when Stripes groped her breast to catch Spike’s attention. The dragon looked at her, intrigued, and then became aroused when Stripes spread Mane-iac’s clothed pussy to entice the dragon and placed her in front of Spike.

The moment she saw Spike’s attention was on Mane-iac she rushed to the door with the others and closed it, ending the sound and making both Mane-iac and Spike move again. Mane-iac eyed his massive length like a hungry dog. The swollen dick pulsated with each throb as Spike eyed her still clothed rack. Mane-iac saw where he was staring and knew exactly what he wanted.

“You want these big boy?” She said in a lust filled tone as she reached for her zipper. She pulled it down and her huge breasts bounced free from her jumpsuit. Spike’s reaction was priceless. Her breasts were massive and were currently leaking milk. Spike nodded like a thirsty dog and started to approach her but Mane-iac used her hair to keep him at bay. “Oh no Hum Drum, it will not be that easy.” She used her mane to slowly continue to remove her outfit, revealing her soaking wet pussy, which to Spike’s surprise also had moving tendrils on her pubs.

“You already had your fun with Mask, now I will have mine with you.” She forced him to sit and she stood in front of him placing her wet pussy on his shaft while moaning and showing her breasts in front of Spike in a slow erotic dance, he always trying to reach them but her mane never actually letting him touch her. The hairs on her pubs working like a hand massaging his shaft and jerking it off while at the same time teasing him with her glorious entrance, making his pre cum leak out of his shaft almost at the rhythmic of her moment. He had a dopey smile, yet he was feeling frustrated and almost begging for her to let him touch her, and Mane-iac absolutely loved it. Thinking that he had enough and seeing him struggle to break free she surprised him by grabbing his head and placing him on her right breast while squishing it so it leaked milk faster, yet before he could swallow she dragged him into her face and kissed him with passion, drinking her own milk and ending it with a smack. “As delicious as always.” She told him before resuming her work.

Suddenly Spike’s eyes widened when he felt something holding his penis with a lot of force, and looking down he saw Mane-iac’s mane on his shaft squeezing like there was no tomorrow. “Oh my sweet hunk Hum Drum, did you really think me being horny would make me forget what you did to me? I told you. There is a score to settle.” She jumped on him until their foreheads were pressed together. “I will get my revenge.” She said, starting to squish his balls, making him whine in pain. “I admit this wasn’t what I have in mind but I think I will enjoy it even more.” She said, licking her lips. “The last fuck, I kind of like it. I might use it with my other enemies, like that Mask…” Her words were cut short when Spike used his tail to ram her pussy with all his force, making her moan in pain and pleasure and her tongue hung out. “Yeah!” She looked at him with crazy eyes “Nothing like old fashion angry sex!” She dived into his mouth and started to attack him with kissing while switching her attack into a massage trying to make him cum. Spike wasn’t letting up as his tail twirled and danced in the crazed mare’s marehood and it only seemed to make her kiss him even harder. Both sides fought for dominance over the other for at least a few minutes, both trying to outdo the other.

“Are they…fucking or fighting?” High Heels asked, not really understanding their movements and how they wanted to pin the other down.

“They sure have some anger issues.” Breeze said, confused and slightly aroused, not knowing if she was watching some kind of porn or a really bizarre and erotic fighting match.

“I think that is what is called angry sex.” Shadowmane spoke, surprising everyone in the room.

“Shadowmane,” High Heel spoke up, as she turned to the mare. “How do you know about that?” Shadowmane didn’t answer. Instead she just blushed in response.

“I’m not saying anything about my personal life.” She said, turning away from the mares who were still staring at her in confusion.

The sound of a scream got their attention and looking down they noticed it came from Spike, who was moaning as Mane-iac managed to get on top by pulling his dick and inserting her own mane inside of him until she was massaging his balls from the inside. “How does it feel Hum Drum? Bizarre right? Oh but in a good way.” She told him in victory as she saw hearts start to form in Spike eyes. “Oh my sweet little toy, I’m going to break your mind in so many little pieces before I reshape it, soon you will only be able to obey me and only me as your mistress.” She said before planting a hungry kiss on him, his tail growing weak and leaving her body. “And when I’m done with you, those power ponies will be licking my boots, as I rule…” Her words were cut short when she felt something poking her pussy and when she looked down something surprise her.

“Impossible.” She said in shock when she noticed the drake’s even bigger surprise.

“What…what is happening?” High Heels asked not seeing what Mane-iac was seeing since her back was facing the camera.

In one swift move, Spike turned things around, and pinned Mane-iac to the ground as he smirked at her. “Hehehe the little Drum still full of surprises?” She asked, starting to chuckle before Spike lifted her up and began grinding his lengths against the soaked pussy. Yes lengths as he grew a second dick from below and was going to use it. He inserted his twin dicks into her ass in one move, making her gasp and release all the air in her lungs, so fast that she was unable to even speak. “…Oh…ah…eh…Hum…Drum I…FLirght!”

Not done with her and still inside her, Spike sat down and took her shoulder before turning her like a cork of a bottle until she was giving him her back. Once down he kneeled and started to ram her ass over and over again, Mane-iac’s mane going still and limp like it was just an electroshock from the sensation.

All the mares by instinct had to cover their asses at the image and felt the pain just from it. “Did he just literally screw her around?” High Heels asked in surprise and horror.

“The reverse duckling move.” Shadowmane simple answered, naming that move. “Don’t even bother asking. I will not tell how I know that either.”

Meanwhile at Stripes laboratory, the doctor took a moment to think as she looked at the sleeping form of Twilight with a belly still a bit swollen from Spike’s relentless assault. Feeling some curiosity, she went and put on some rubber gloves and a gas mask and took a sample tube before placing it near Twilight pussy. Adding some pressure on her belly she managed to extract the remaining semen on her body and get a healthy sample for her to study. Not only that but by close inspection of the mare genitals she was unable to see any blood or any other damage whatsoever, in fact and by confirming it when touching it, she discovered that her vulva was still firm and tight, almost like if Twilight was somehow still a virgin.

‘Fascinating’ She thought before looking at her sample once more. Growing curious she went to another desk and pulled a scalpel from a drawer before inflicting a small cut on her thumb, and then submerged it into the sample. Pulling it out she was surprise when she not only didn’t feel pain anymore but her injury was completely gone, almost like it was never there.

‘It has healing properties?’

She snapped her fingers and started to work moving to where the other sample is

‘I need to compare if it was because of Twilight only, or if this is just Spike doing.’

When she looked for the other sample she was confused when she discovered that it was no longer where she left it “Calm Breeze?!” She called for her assistant. Calm Breeze heard her name called as she walked into the room to see her mentor rather upset.

“Yes professor?” She asked.

“Where did you put the semen sample?”

“I didn’t move it professor.”

“What do you mean you didn’t move it? If you didn’t take it then where-!” She then remembered their encounter and remembered Zapp forced Mane-iac to drink something. “That is how she got infected.” She got the realization but then noticed Twilight start to wake up. Stripes and Breeze began to get nervous since their pony power was out of commission with the state they were in.

“Shadowmane!” She called for the villain. “Come here quickly, I need your help.”

“What is it?” She asked a little irritated, but she soon saw Twilight waking up. Twilight looked at Shadowmane, more figuratively her figure, and before the ninja mare could even react, she was soon tackled by Twilight who stared at the shinobi mare with lust in her eyes.

“Hey there sexy…” She said in a lust filled gaze while grinding her drenched pussy onto Shadowmane’s. “You want to have some fun?” She was about to lean forward and kiss the shocked mare, but her anger suddenly boiled over.

“GET OFF ME!!” She shouted throwing Twilight off of her. Before she had a chance to even react, Shadowmane, rushed over to the Alicorn, and with a swift punch to her stomach, and a chop to the back of her neck, the mare fell forward on Shadow’s shoulder and was out cold. “I’d rather not go through that again. I already lost one suit today after your friends jumped me.”

“Thanks.” Stripes said, checking on Twilight. “As you can see, any victim of Hum Drum gets its force soon after, I dare say they turn just like him, it's a good thing they can’t ‘fill us’ with…” She stopped and then shivered at the idea “…nevermind I forgot that half of them can lactate.” She sighed before taking Twilight’s shoulder and lifted her up “Now help me up, we need to contain her while we still can”

“What happened in here?” High Heel asked as she walked in the room, only to see an unconscious Twilight on the floor. “Ooooh…”

“What was the other thing?” Shadowmane asked once they manage to put Twilight in a container and place an inhibitor ring on her horn. “You say you sacrificed your bodies for two reasons.” She said, looking at Twilight in the process of being cleaned. “The first was to calm him down, so what was the other one?”

Stripes looked at her before looking at Twilight. “Because he is our friend in pain and needed our help.” She simply responded. The conversation was broken up by a loud moan that was caused by Mane-iac. Everyone ran back to the control room and looked up at the monitor. Everyone was shocked at the sight. Mane-iac was now on her knees as Spike continued to rail her silly. He nipped her neck, leaving a mark behind on her marking the mare as his. She bit one of her fingers trying to stifle her moans, but it wasn’t enough as he pulled on her tail and even her own mane as he pounded the Mane-iac like a jackhammer.

“What just happened?” Stripes asked. “We were only gone two minutes before we called Shadowmane to Ms. Stripes’ Lab.”

“I just left for about five seconds.” High Heel added.

“Hum Drum…grew.” Breeze said, pointing at the monitor

“He got bigger?” Stripes asked.

She shook her head in response “No, he grew…a second one, yet thicker dick.” She told them as they enlarged the image so they could see Spike two timing Mane-iac.

“By the president’s mane.” Stripes said in shock and looked at the image. “Do you know if it is functional or is bestigel?”

“I…I don’t know doctor, it just appeared.”

“I think our experiment mutated.” Shadowmane added making the others turn to her. “Something must’ve happened to our sample thanks to that foreign element that was added.”

“That may be the case.” Stripes adds as she brought the sample she took from Twilight. “But now I need a new sample from Spike since Zapp used it to infect Mane-iac.”

“And how are we going to do that?” Stripes looked at Shadowmane and a thought crossed her mind.

“Why are you looking at me?” She asked.

“The floor is virtually dreach on his cum, you would only need to get in, and out in a second and bring me a sample. You can match Zapp in speed after all right?”

“But…”

“Look the more we know the better we can fight it. Do not worry, I can still used the sound for a brief second, so they don’t notice you. You will be fine, if you can rob banks in plain day in rush hour without no pony noticing you can bring me a scoop of semen.”

“…fine” She said, taking the sample tube “You better don’t let me there though.” she said as she prepared to enter “On my signal.” She told Stripes and she nodded as she got ready to open the door.

“………now!” In top speed Stripes opened the door and let Shadowmane collect the sample before making her escape, but not before seeing Mane-iac seeing her and then winking as she made her exit.

Once out she gasped for air and shook like a leaf. “Do NOT send me there ever again, I felt like I just jumped a shark tank.”

“Do not worry” Stripes said and picked up the sample “With this, none of us will have to enter again.” She said with a smile “Now we can produce an anti mutagen that can reverse the effects permanently.”

“That’s perfect!” Breeze cheered, hugging her mentor. Stripes then looked at the two remaining sane ponies in the room.

“Give us time in the lab, and we should have an antidote in a few hours.” Stripes said as she took Breeze’s hand. “You both just keep an eye on Humdrum until we get back, and place Masked Matterhorn with the others.” She added, before closing the door behind her, leaving Shadowmane and High Heel behind.

“What? Wait, but what do we do if he escapes?” High Heels asked in worry.

“I don’t think we have to worry.” Shadowmane added, sitting in a random chair. “That door looks to be reinforced so I doubt even he can get out.”

“I guess you're right.” High Heel added, before returning to her chair. “Might as well get this lust crazed mare with the others.”

“Might as well.” Shadowmane added, agreeing as they walked over to Twilight’s capsule and opened it. Unknown to the girls was that Mane-iac wasn’t done just yet.

-Sealed Room-

‘This sensation... this feelings…I want more, I want everything! Screw governing the world, everypony needs to feel this.’ Mane-iac thought as she was still getting pounded by the drake’s twin dragons. They changed their position to where she was now bouncing on Spike reverse cowgirl and her back was pressed against Spike’s chest. Spike’s claws roughly groped her huge breasts making her milk squirt from her nipples. Spike had one of her breasts in his mouth as he gulped down her sweet milk as he continued to fuck her pussy and ass at the same time.

“Umph! Keep Fucking me you big bastard!” She moaned as she held onto his head, keeping him in place to drink more of her breast milk. “I want to ring out every drop you have in these melon sized balls of yours!” While this was going on, her mane was actually massaging his rather titanic balls to stimulate his seed production. Most of her mane was as one tending to Spike, but one in particular was moving to a control box as it pulled off the cover and tried to tug at the wire, but to no avail could she get them to budge.

Mane-iac looked at Spike who was still gulping down more of her milk like a hungry foal. She was still aroused, but started to nuzzle his cheek. Spike stopped sucking on her breasts leaving saliva and light teeth marks on her right breast behind and looked up at Mane-iac. “Please, let me help you. Lets fuck the entire world.” She said with a deranged smile. Spike had a smile as he wanted to see more mares he could claim.

Once they got into an understanding Mane-iac looked at the camera watching them before going to Spike and whispered in his ear. “Press me against the wall behind you and scratch the wall with both hands, pretend that you are cumming.” She informed him and Spike nodded before turning them around and pressed both against the wall, his powerful nails scratching the wall with force as Mane-iac moaned.

Getting the distraction she needed, she used her mane and snaked around two pieces of it inside the scratch Spike made until she found her objective “Jackpot.” Mane-iac pulled both back along some electric wire that short circuited and killed the light.

“Shadowmane, did she just…” Her partner just looked at the monitor in front of them before looking at her partner.

“Get ready, Hum Drum might be weak now, but once that door opens, we strike down whatever comes out.”

“What if it is Mane-iac?” High Heel added.

“Like I said, ‘whatever comes out.’ We can’t risk it if he is loose.” Shadowmane repeated.

The door started to shake and bend as Spike punched it, making both mares wince as they started to get into position “Keep calm, and just shoot to kill.” Shadowmane said trying to follow her own advice. “We can do this.”

After some trashing, the door finally gave in and from it they almost jumped but stopped when they saw that nothing broke out, confusing them both.

“Oh girls~” The voice of Mane-iac almost as a whisper called to them in a eerie sing song tone from the shadows, snapping them back to attention. “Oh girls~”

“Show yourself Mane-iac!” High Heels demanded.

“Time to play.” From the door a mighty roar startled them long enough so Mane-iac launched her hair at them and dragged them inside. Once there, she presented both mares to Spike who was licking his lips in anticipation.

“WHAT THE FUCK ARE YOU DOING MANE-IAC!!?” High Heel shouted as she and Shadowmane struggled in Mane-iac’s tendril like mane.

“LET US GO MANE-IAC!!”

“As I promised.” She grabbed their clothes with her mane and with a yank ripped them off, exposing their nude bodies. To her surprise as well as High Heels, Shadowmane was sporting a pair of EE cup breasts under her large hood that now laid in tatters on the floor.

“Well, this is a surprise.” Mane-iac said in a lust filled tone as her mane danced along the mare’s curves. While throwing High Heels at Spike for his enjoyment.

Shadowmane moaned involuntarily as she tried to fight back the lust that Mane-iac was giving her. “Didn’t think you’d have such a curvy body. Not sure how you’re able to squeeze through tight spaces with these beauties attached to you.” She added, squeezing on the shinobi mares’ breasts.

“Mane-iAC!…you traitor!” Shadowmane yelled in rage.

“Sorry honey but you know what they say, there are no rules in war and love, and a war of love? Well that is just a given.” She said while biting her lower lip.

“Dammit…” Shadowmane moaned as it only got worse when Mane-iac’s mane continued to play with her body. Shadowmane could feel her nipples hardening, but she tried to reach for something on her wrist to get her off. Problem was, that her wrist were bound pretty tight above her head.

“You can have fun with that one stud.” Mane-iac said pointing towards High Heel. She was backing away from Spike as she got a look at his throbbing twin dragons that were leaking precum on the floor.

“You bastard! Get away from me!” She shouted. She tried to rush Spike with a flying knee kick despite being naked, only for Spike to grab her leg with his tail, and holding the mare upside down. ‘Crap!’ She thought, staring into the eyes of the lust induced dragon.

“Bon Appetit~” Mane-iac said as she spread the shinobi mares’ legs apart and dived into her pussy, who had an adorable shape of a kunai just above it.

“DON’T YOU FUCKING DARE!!” Shadowmane shouted. Trying to wriggle out of Mane-iac’s mane, but Shadowmane soon felt Mane-iac’s tongue enter her ripe snatch and she licked along the sides. All the while continuing to laugh maniacally, sending ripples of sound throughout her body and making her shiver, in pleasure.

Meanwhile, Spike grabbed High Heel’s legs, spread them apart, and turned her over where her back was pressed against his muscular chest. She swung on her arms to try and hit him, but her arms were bound behind her back with his tail. “You bastard! Let go of me!” She shouted as she writhed in his arms trying to get loose. Problem was, that he was much stronger than her.

She started to get nervous as she wasn’t going to get out of his grip and she felt his two massive rods poking and grinding at her marehood and ass. “Don't you dare…” She said, turning to him only to be met with his grinning face. His member was well lubed from his earlier fun with Mane-iac and he still hadn’t cum yet. He soon started to push upward.

“Don’t you fucking DAUUUGH!! FUCK!!!” She screamed as she felt her marehood and ass stretched open and her slightly smaller body forced down and onto his twin dragons. She screamed at the top of her lungs as she felt his bulges hitting her in her deepest parts and he wasn’t even half way inside of her. Her ass and pussy clamped down onto his rods as she threw her head back and her tongue hung from the corner of her mouth.

Shadowmane and Mane-iac looked at Spike and noticed the large penis shaped bulge in High Heels’ stomach as it pushed against her rather large FF-cup breasts.

“Didn’t think you were a screamer High Heel…” Mean-iac teased as she looked as the unicorn that was currently in Spike’s grasp. Her head soon drooped giving Mane-iac a clear view of her dazed face.

High Heel felt as if her heart stopped even though it was still beating. She had never taken anything this big before, let alone two at the same time.

“F-fucking...fuck…” She could barely speak. A mix of pleasure and pain on her face as she felt his throbbing rods scraping at her insides. She wasn't going to get any rest though as Spike started thrusting his hips upwards making the mare yelp in pain. She could only squirm and writhe in pain as Spike continued to thrust in the groaning mare. He was only half way inside of her, and she could feel his throbbing lengths kissing her marehood and rubbing her ass at the same time.

“D-dammit...s-slow...d-down…” She groaned as she tried to resist his raging, and throbbing lengths inside of her. Spike just kept his normal pace, but licked against the base of her neckline and bit down slightly making her wince a bit. She could feel his teeth marking her as if she was some object.

“For...fuck’s...sake...l...let...me...Fuck!” She moaned as his hands soon let go of her legs, and snaked their way to her rather large breasts and gave them a rough squeeze. She was still groaning but she soon felt her lips mashed against Spike’s mouth making her face flush red as his tongue wrestled with her defiant tongue, but what had her confused was how she was losing to him in the state she’s in.

‘Dammit!’ She thought with how good he was with his tongue. ‘Stupid runt stud!’

Meanwhile, Mane-iac still continued to tease Shadowmane as her mane teased her sensitive areas, trying to make the ninja mare submit and give into her lust. As Mane-iac continued to eat up Shadowmane her hands found her way right into her anus where she found an interest surprise that made her stop and raise an eyebrow as she smiled at her. “My, my Shadowmane, hiding something?”

“I…have nothing to say.” She told her with a blush as Mane-iac pulled a metallic ring from her entrance connected to a 30 cm scroll that left with a pop when she finished pulling it out.

“Naughty naughty.” Mane-iac said as she stopped eating her but started to finger her as she stood up to look at Shadowmane. “What do we have here?”

“Mane-iac, if you have any desire to walk away from here alive, you will put that scroll inside right now.” She said not in anger but in fear.

“Oh eager are we?” She unrolled the scroll and tried to read its contents but just got confused. “Hey what is all this? There’s only doodle writing here.”

“Its call Japonesse!” She said in anger. “Not stop messing with my things!” She yelled in anger as Mane-iac continued to try to read something when suddenly a poof of smoke appeared and a kunai dropped from the scroll. Shadowmane suddenly felt a rush of emotions as the weapon fell into the ground, and started to hear a light chuckle in the back of her head.

‘I’m free! Oh and I’m so very hungry from some crazy pussy and ass. Its cool Shaday, I will take it from here.’

‘DON’T YOU FUCKING DARE!!’

Shadowmane felt her conscious start to blur and then fade until she closed her eyes.

“I see! So that is how you keep pulling all your ninja weapons, oh Shadowmane, aren’t you full of surprises.” Mane-iac then got confused when her victims body went limp.

“Shadowmane?” She looked at her confused “Hello? Anypony home?”

“Not Shadowmane,” She said in whisper before she looked at her with red eyes as her mane turn completely white. “Yamimane!!” She yelled and broke free before kicking Mane-iac in the jaw and then overpowered her into the ground “Thank you, that insufferable Shadowmane and her cursed seal was really pissing me off, specially since she forced me to lived inside of her ass.”

“Wow, talk about kinky.” Mane-iac said, licking her lips. “Oh please tell me you will explain the story.”

“Oh honey, you don’t know the half of it, but since you really want a good rutting.” She extended her hand, and an iron lion double dildo materialized from the scroll. “I will gladly comply.” She said before inserting the phallic object inside her as she placed the other extreme between her pussy “Be a nice bitch and I will tell you my back story.”

“Fine…” Mane-iac groaned as she just laid back on the floor and Yami got on top of her, grinding her marehood against Mane-iac’s. “So what are you exactly?”

“Let’s just say that I’m a side of Shadowmane that she doesn’t like to show.” She said in a lust filled tone as she stared into Mane-aic’s eyes. “That was why she sealed me for the past 20 years in that stupid scroll that she kept in her ass. It was a fucking nightmare.”

Yami said before moaning and let her body land on top of Mane-iac, their breasts squished together as she bit her neck and sniffed her mane. “Oh you smell so good” Mane-iac moaned as Yami used her skills to lightly fuck her violated pussy, until she lifted her hips and pushed the tip in her own entrance on the other dildo. “Can’t really wait any more.” Yami virtually moaned and french kissed Mane-iac as she inserted the dildo. Both moaned and started to shake their hips as their tongues battled for dominance, sweat starting to show on their bodies making them shine in a dance of moans and groans, their hips soon getting into sync with one another as their erect nipples smashed with one another over and over again, milk occasionally dripping from Mane-iac. Yami soon stopped her assault and reached her left breast before biting and sucking hard on it, drinking as much as she could, driving Mane-iac into the edge.

Mane-iac looking for her chance turned them around and used her mane to go for anal treatment too and smacked her rump over and over again “Oh yes, yes you fucking ninja drink it, drink your momma’s milk, drink until you burst!”

“Oh delicious, cream lemon pie…with a notch of cinnamon.” Yami said with dreamy eyes. “More”

Yami switched breasts while tending to the other but before she could drink her Mane-iac held her head and forced her to kiss her to drink her own milk until looking her in the eyes. “My turn.” She then went and dived into Yami’s breasts, returning the favour.

“Naughty…” She moaned, and Mane-iac continued to suckle on her teats. While Man-iac was doing that, Yami was still bouncing on the didlo that was still conjoined between both mares. She continued to bounce for awhile, but Mane-iac could feel her loins tightening around the other end of the dildo.

“Yami…I…I’m about to…” Mane-iac moaned

“No! Don’t you dare! I’m not even close yet.” Yami told her in anger but it came a little too late. Mane-iac let out a shrill cry as her orgasm drenched the lower end, leaving her in complete bliss. “No!” Yami yelled in anger as she removed the dildo from her still burning loins. “I’m not done yet!.”

“Mmmm…” She moaned as her juices drenched the floor. “That was fun…” Mane-iac said as she looked up towards Yami. She did flinch when she looked at a rather pissed off Yami who was currently glaring at her right now.

“Leave me unsatisfied you ungrateful bitch?” She growled, looking at the scroll. “Now you’re gonna pay for it.” She said as she summoned a whip on her hands. Before she could bring out anything else, she and Mane-iac heard High Heel scream at the top of her lungs again. Both mares glanced at the mare to see that she came rather hard, and her juices drenched the floor. Spike finally came as he kept a firm grip on the mare as her marehood and ass squeezed on his massive lengths trying to milk him of the seed that was currently sloshing in his balls. High Heel could feel her stomach rapidly expanding after being double stuffed and his seed flowing into her showed no signs of slowing down. After about ten seconds, her body suddenly went limp and Spike pulled out of the mare for awhile. Yami took note of his twin dragons and how big they were and was amazed at his size.

“Woah.” Yami gasped as she looked at the monstrous drake before her.

“I know.” Mane-iac said licking her lips, before looking at Yami. “Say Yamimane, you told me that Shadowmane has kept you locked for 20 years only because you wished for some action right?”

“Right.” She added with a lick of her lips as she continued to eye Spike’s still raging hardon’s. “And I think this stud is just what I need.” She added, walking over to Spike who was in the process of using High Heel again. She was still in pain from having what felt like two baseball bats shoved inside of her, and she felt she wasn’t going to last long if that happened again.

“Hey, stud!” Yami shouted to get his attention. Spike turned to who he thought was a naked shadowmane, but her look was vastly different from how he saw her. But she was looking at him with seductive eyes rather than murderous ones. She wrapped her arms behind her head and showed off her proud endowments while giving him a flirty wink. “Hope you got room for one more.”

Spike was confused, but smirked as he had another mare to be with for his ever growing lust. Yami walked over and knelt down in front of the drake and took in the musk of his throbbing lengths.

“You’re a big stud aren’t you?” She said in a seductive tone while reaching out and grabbing both of his lengths. Spike smiled with another seductive mare stroking his lengths. Yami just licked her lips as some droplet of precm leaking from the barbed tips. “You must be a special case if your rods are this wild.”

Spike moaned slightly and sat down while enjoying the double handjob that Shadowman was giving him. That was soon interrupted by a groan coming from behind Yami. She turned around to see that High Heel was barely moving and groaning in pain from her earlier rutting with Spike.

“Celestia… my ass…” She groaned as she was still in pain.

Mane-iac recovered and approached High Heels with a smirk “So how was it darling? Admit it, you love every second of it.” She added, as she noticed the large puddle that was forming under High Heel after Spike finished inside of her.

“Shut…up.” She growled. “It… felt like… two lead pipes… were shoved… in me… without… warning…”

“Oh Heels, don’t be like that.” Mane-iac said as she lifted her up, “Just let the infection take a hold of you, and besides look it this way.” She got her closer to her ear “Humdrum can only think with his dick. He only want to cum, and cum, and cum, so we can use it to finally get rid of those pesky power ponies.”

That catch High Heels attention. “Are you serious? I just had my pussy and ass screwed at the same time, as well as my stomach literally turned into a blimp.”

Mane-iac only chuckled as she saw hearts on High Heel’s eyes. “Revenge has never been so lustful don’t you think?” She said as she massaged Heel’s breasts. “Who would you want to go first? Zap, maybe Ranger?”

High Heels started to moan and smile “Oh Rager, definitely Rager…needs to GO…ah first.”

“Then she will need some…warm up right?” Mane-iac pointed to the door. “Why don’t you bring the rest of our guest and as we see them pop, we…enjoy…yourself” She said, showering her in kisses and slowly breaking Heel’s will.

“Yeeeeess~”

“No!” Yami said before launching a dart at Mane-iac ass, freezing her in place. “None of you are going anywhere…until I get what I WANT!” She yelled at the same time that she pressed her ass and pussy against his raging boners, and looked at them both with predatory eyes. “You are not escaping either Heels.”

“Why me?”

“You were pestering me with questions, and you were possibly the biggest prude here.” She added walking away from Spike making the drake groan in response. She turned back to the drake with a lust filled gaze.

“Don’t worry stud, I’m not gonna leave you hanging.” She added before turning back to both mares with a glare. “I just need to make this bitch loosen up a little.” She added while looking at High Heel. Without so much as a warning, she pounced on High Heel, pinning her to the floor. High Heel couldn’t put up much of a fight since she was still sore from earlier. She blushed in response since both mares bodies pressed against each other, and their marehoods still dripping with arousal ground against each other.

“Wh-what’re you doing?” High Heel asked in a panic.

“You’ll see.” She added with lust in her voice. She took the scroll she had earlier and pulled out two items from it. One was a small dart with a white liquid inside, while the other was a small vial with a blue liquid inside. She then turned to Mane-iac with a glare and with the dart in her hand she aimed and then tossed it so it found its mark in the middle of her pussy hitting right in her G spot, “Like my twin, I can also make really nice throws, but unlike her I do enjoy some pain with each hit, so of course I know which part will hurt you the most, more so when Hum Drum hits your sore bottom.” Yami tells with a smile “That will teach you not to cum before me!”

Mane-iac was about to ask what was in that dart, but her body started to burn up from the inside. She knelt on the floor as the burning suddenly got worse. Her loins began to burn like crazy as she panted uncontrollably and her breasts started to lactate uncontrollably. Her clit on her vagina started to act up and wink uncontrollably, her walls literally started to shake and grow, her ass and breast also grew exponentially and her milk turned blue.

“Aphrodite coctel, in case you are wondering.” Yami said. “That is what was inside, the mother of all aphrodisiacs. It copies the symptoms of a mare in heat, to the letter, then increases it ten fold and erases all traces of logic or thought other than to mate, literally preparing your body to be mount and used to breed like a common whore. The mere touch of a male will make your marehood to open up like a faucet out of control. You wanted to fuck so badly Mane-iac, now you will only be able to think of that. All my victims have died from madness and pulverized pelvis’ from this, but I’m sure you will be different, in fact I’m curious, of what would happen, after the effects are over.” Yami told her with a chuckle. “Oh and that milk, it's like a catnip for both genders. It’s extremely addicting, so something tells me that Hum Drum will really want to be with you for a really long time.”

“Y-you...bitch…” Mane-iac moaned unable to hold back her arousal. The burning suddenly got worse and it didn’t help with Spike suddenly looking at her with arousal.

“No Mane-iac, YOU are the bitch now.” Yami said looking at Man-iac twitch in arousal and pain. “Don’t fight it, bitch, it will make things worse.” She chuckled. “What am I saying, by all means! Fight it, it will only make things a lot more delicious.”

“Umph...f-fuck…” Mane-iac moaned as she started to masturbate as the burning became unbearable. Her eyes suddenly glanced at Spike who was just staring at her with arousal. It only got worse for her as she glanced down and looked at Spike’s throbbing erections. She started drooling as more of her milk started to leak out from her now swollen double O-cup breasts. Her clit throbbed and winked constantly the longer she stared at Spike’s lengths. She finally couldn’t take it anymore as she crawled over to Spike and turned around presenting her succulent ass to him, while whining like a dog.

“I can’t take it anymore!” She added with extreme arousal, while spreading her dripping marehood and puckering flankhole. “I want you to fuck me until I can’t feel my legs!” She added while wagging her tail. Spike growled in arousal and his claws gripped her soft supple asscheeks, making the mare moan in response.

Spike complied with her wish as his twin dragons penetrated her marehood and ass in one thrust.

Yami then turned to High Heels. “As for you,” She pet her head and joined their pussies, her glare softening. “Why don’t we get to know one another?” She added, popping the cork on the small vial.

“W-what’re you gonna do with that?” High Heel asked in fear and confusion. Yami didn’t answer and downed the blue liquid in her mouth without swallowing. High Heel face soon turned pale as she began to realize what her intentions were. She didn’t even have a chance to react when Yami locked lips with the mare, force feeding her the blue liquid.

Heels yelled and thrashed as she was forced to let the drink down her throat, her eyes turned back as Yami dominated her tongue and she pressed their pussies together, which got wetter and wetter making splash sounds with each passing minute until she went limp, and embraced Yami back. Her make out session stopped and Yami broke the kiss with some saliva still connecting them together before it breaks.

Heels looking at her still in shock. “Why?”

“And that was just the appetizer, my succulent whore. I will drink all the sperm that stud gave you.” She said with a wink and resumed their make-out session. “Let’s see what you have here.” Reaching down to Heel’s pussy, Yami giggled as her fingers sloshed about in the thick cum that was pumped inside her. “Ohh, feels all gooey.” Pulling her fingers back, Yami slowly licked at the sweet tasting spunk; the flavor sending shivers up her spine. “And yummy too. I think I’ll have a taste from the tap.”

“W-what did you make me drink?” Heel asked, her soft voice moaning weakly as she was at Yami’s mercy. “M-my body’s on fire! I can’t stop cumming!”

“Oh, just something to take the edge off.” Yami giggled, leaning close to Heel’s face. “A strong aphrodisiac, by now, even my warm breath should be making you gush out like an eager slut.” Yami then looked her prey deep in the eyes. “And speaking of slut, I want that taste now.”

Yami kissed at Heel’s lips, shoving her tongue in her prey’s mouth before sliding it out and down the mare’s body. Yami didn’t bother to suckle at Heel’s large breasts, but still reached up with her hands and groped at the soft mounds hard; causing Heel to squeal in a mix of pain and pleasure. Once she reached the cum stuffed pussy, Yami licked her lips before shoving her tongue in the mare’s wet hole.

“Fuck!” Heel moaned loudly, feeling her sensitive body shudder at the skilled tongue action Yami was giving her. “J-just hurry up!”

“Hey!” Yami said, gently biting at Heel’s over sensitive clit, causing the mare to yowl. “I control when you cum bitch. I’m in charge of this gooey cunt!”

Yami continued ferociously eating Heel out, her tongue not only reaching and sliding along Heel’s sweet and sensitive spots, but also scooping up and lapping at the sweet and musky tasting cum that Spike had pumped inside her. Heel could feel the thick cum being drunk from her, she felt as though she was just some cum keg for Yami to satiate her thirst for. She wasn’t a villain, or even a mare, just an object; a sexual toy for somepony to use as they please.

This feeling of being at the mercy of another, it made the mare quiver, she had never felt so dominated and she was loving it. Heel couldn’t control herself as she reached down and grabbed at Yami’s head and pushed her over her cunt as she came hard, spraying her sweet nectar and Spike’s cum in Yami’s mouth.

“Such a needy slut we have here.” Yami chuckled, pulling her face back to wipe it with her hand, licking a little as she savored the cocktail of mare juice and cum. “I think that even cleaned you out.” Teasing, Yami shoved four fingers in Heel’s pussy as she rubbed her wet chin with her other hand. “Now, where can i get more of that delicious cum?” Snapping her fingers, Yami turned her head. “Oh yes, I know!”

Looking over to Spike, Yami saw the empowered and sexually driven drake was still enjoying Mane-iac’s body. The crazy mare was having both her soaking wet pussy and super tight ass being equally fucked and broken into by Spike’s monstrous sizes. But instead of simply holding the slut mare by her thighs and fuck her upwards, Spike took a more animalistic approach. Mane-iac had her chest pressed on the ground, her massive tits squeezed and leaked blue milk as she let out screaming moan after moan.

Spike was hunched over her, his large claws pressed hard at the mare’s sides, his claws digging into the ground. His thrusts seemed to only cause the mare under him to shake and press harder against the cool ground, making her feel as though she was going to be crushed by the monstrous brute above her. Yami only chuckled as she saw that Mane-iac was not completely broken, her mane seemed to only wrap around parts of Spike’s body to keep him in thrusting position. Mane-iac screamed loudly unable to form any coherent words as she was crashing into countless orgasms; a large pool of juices, sweat, and cum forming under the pair as Spike came in the mare’s holes over and over. Yami even chuckled a little as she saw just how full and bloated Mane-iac’s belly had become. If the mare hadn’t known any better, it looked like Mane-iac was ready to burst out a whole clutch of little drakes; which would no doubt try to fuck their sex broken mother. But Yami wanted more than just to laugh at Mane-iac’s carnal suffering, she wanted to have Spike, and she wanted him now.

“Hey, big, strong, sexy, and hard!” Yami called, throwing a small bundle of her torn clothing at the drake, taking his attention off Mane-iac for only a moment. Yami took the few seconds she had to display bother her own sexy, slick hole, and Heel’s loose and sloppy hole to the sex crazed drake. “Don’t you want some double trouble?”

Spike stared for just a moment, as if some part of his primitive mind was contemplating. But it seemed whatever thoughts he was capable of decided that two slutty mares were better than one. Standing up, Spike walked over to the two mares, Mane-iac's limp but still gurgling and moaning body dangling on his twin cocks, bouncing as he walked. Yami could only chuckle as she saw how broken down Mane-iac had become. But even with a mare wrapped around both shafts, Yami’s senses could still smell the strong and intoxicating musk that Spike’s loins were emitting. It was almost enough to cause her to fall back and masturbate.

“Let’s just get this thing off first.” Yami said, grabbing at Mane-iac’s weak body. With a small tug, Mane-iac’s body slipped right off with an audible pop. “There we go.” Yami then got a much better look at Spike’s massive cocks, licking her lips, the mare couldn’t resist the urge to lean forward and give the thick heads a small kiss. The taste of both Spike’s musk and Mane-iac’s juices mixed together on Yami’s lips. “I can see why you’re such a stud. Well, I’ve always been a sharing mare.” Grabbing Heel, Yami turned both herself and Heel around to show off their wet pussy entrances. “Pick your favorite.”

Spike reached down and grabbed at both mare flanks, one big and rough claw for each soft plot. Both Yami and Heel cooed at the groping touch Spike gave them as he flopped both his cocks between each mare’s rear mounds. Before either mare could say anything, Spike scooped them both up, wrapping his arms around each of their waists, lifting them upwards. This lasted for only a moment before Spike pulled them down while thrusting upwards. Both mares gasped a breathless orgasm as they felt both their pussies being spite open and stuffed with long, thick dragonic cock.

“Oh fuck yeah!” Yami moaned loudly. “This was what I missing being cooped up in Shadow’s ass. Fuck me you fucking bastard, tear my cunt open and cum in this slutty fuck hole!”

“Give it to me! Give it to me!” Heel moaned, her sultry voice matching that of Yami’s as she bounced on Spike’s length. “Fucking damn! If I knew you’d be such a stud Hum Drum, I’d fuck that sexy dick of yours years ago! Make up for lost time, fuck me wide open!”

Spike seemed to grunt in response as he continued to fuck upwards, making both mare’s bounce and sway as they were like loose fucktoys to the dragonic beast behind them. Their large breasts bounced up and down as their sex toy bodies were unable to resist Spike’s body from shoving deeper and harder in them. His claws moved upwards, grabbing at their breasts as he growled and roared. He could already feel his thick cum bubbling up inside his heavy balls. But he wasn’t going to stop after just one or even two bursts. When he came, he was going to fuck them all the way; until their limp bodies would fall off him.

“Fuck, fuck, fucking fuck! Cum in me you bastard!” Yami screamed, her orgasms causing her body to violently shake, while Heel was only able to make gasps and moans. “Mark my womb with your hot spunk stud!”

Spike roared loudly, shaking the room with the sound as he rammed both his full lengths in so deep they were fucking in the mares’ wombs. Cum shot out, filling their pussies and even stretching their bellies to form a sizable bulge. Both mare’s screamed in a passionate orgasm, their eyes rolled back as their bodies lost all strength and became limp and weak. Spike only snorted as he stood up and stretched his limbs. He looked over to the barely conscious Mane-iac who was still mumbling random things from the mass railing that she took. She felt her stomach and could still feel Spike’s seed sloshing in her body.

“Spike… want…” He growled as he walked over to the lust dazed mare. She could see him coming towards her, but didn’t even bother to try and resist. Spike grinds his hardened lengths against her but he felt something pull against his tail. He turns around to see Yami and High Heel spreading their legs apart to reveal their cum filled tunnels to him.

“We’re not done yet stud…” Yami moaned as she stared at Spike’s still rock hard cocks with lust filled intent.

“We want another filling…” High Heel added, seeing that his twin cock still glistened with their juices and his cum mixed together.

Spike only smiles as he rounds up all three mares and has them in their knees in front of him. Their legs spread apart wanting Spike’s seed in their bellies.

-Medical Ward 2 hours later-

Meanwhile while looking and hearing the moans of Fluttershy, Pinkie and Trixie, the rest of the main six and Starlight groaned in pain.

“Ahg! This is hell!” Dash yelled as she continued to tremble, a puddle of her juices, on her feet spreading as her vulva was basically convulsing in pain begging for some attention, and her not even able to masturbate, her friends not faring any better, with similar situations. Somehow the arousal alone was enough for them to have the most painful and dry orgasm, multiple times reducing their bellies to their original state.

“Starlight I beg you! Can’t you do something? Anything! I’m losing my freaking mind over here.”

“Like what?” Starlight looked at Dash with a glare. “I’m also frozen here Rainbow Dash, even if I wished I can’t do anything.”

“Oh how I wish my Spikey wikey was here. He could easily take the heat out of my sweet lips right up.” Rarity said in a dreamy gaze.

“Yer tellin me…” Applejack added. “Never met a male who knew how to rut a mare silly like he could.”

“I’ve never felt so full in my life…” Fluttershy moaned, before resuming licking Trixie’s teat. “I don’t think any stallion can match him in size at all.

“You’re telling me…” Pinkie added, groping her melon sized chest.. “He even commented on and took care of my milk puppies.”

“Maybe I can get us out of this.” Starlight added. “Stripes didn’t block my horn.” She said as she charge her horn but a moan and groan of her pussy prevented her from concentrating. “Ah! I can’t, the pain is too much!”

“Come on Starlight, don’t give up!”

“Yeah Starlight you can do it” Rarity said “Just imagine the prize” Rarity said as she started to drool. “My Spike’s ripped chest against yours…”

“His powerful tongue on your ass.” AJ commented, helping Starlight concentrate more magic to her horn, and fired a beam at the console. The machine soon broke and the moment the sound stopped all the mares fell to the floor with a groan. Fluttershy still in a daze picked Pinkie and Trixie and brought them both to her face “Kiss me…kiss me like you never kiss before!” She yelled at them and brought their faces closer to engage in a three way kiss as she put both her hands inside their wet pussies.

“Ah! Thanks!” Dash said, starting to masturbate and sighed in happiness. “That is the stuff”

Starlight meanwhile just looked around confused “Hey, wait a minute, where is Twilight?”

That caught Applejack’s attention “…hey you are right, I think I saw Stripes putting her in a capsule.” AJ added pointing towards the room across from them. The girls then look towards the other room to see that Twilight was in a capsule in the other room.

“Let’s go get her then. It’s always more fun whenever she joins the party.” Pinkie added as she happily bounced towards Twilight’s room. The rest of the girls, still lust dazed, followed the bouncing mare who opened the other door and saw that Twilight was inside of her capsule asleep.

“Aw… she looks so peaceful…” Trixie teased.

“Let’s get her out of this thing.” Rainbow Dash added as she hit a random button on Twilight’s capsule pod.

With a hiss, the pod slowly opened, allowing the girls to get a better look at Twilight.

“Twiiiiliiiiight,” said Pinkie in a sing song voice. “Time to get up.”

“Yeah, come on Twi!” said Rainbow. “Get up!!”

Because of the voices calling her, Twilight began to wake up, catching the girl’s attention.

“All right Twilight!! Now we can……” Pinkie trailed off, having noticed the hickey on Twilight.

The rest of the girls turned to Pinkie, and Rarity asked, “Pinkie, what is it?”

Pinkie wordlessly pointed at the hickey on Twilight. The girls then noticed that Twilight had what appeared to be a bite mark on her neck.

“What in tarnation is that?!” asked AppleJack, pointing at the bite mark.

“It looks like…..a bite mark?!” Rarity replied with concern.

Twilight, who had by this time completely woken up, smiled at that.

“Yesss!” She sighed. “It is a bite mark. A special one.”

At that remark, the girls raised their eyebrows.

“What do you mean by ‘special bite mark’?” asked Starlight.

Twilight grinned.

“It means that I am now Spike’s,” she said with content. “Dragon’s mark their females with a bite mark on the neck, which tells other males that the female is off limits to them.”

The girls frowned at that.

“But Twilight,” asked Rarity. “How did you get the mark?”

Twilight sighed with a smile.

“Spike gave it to me,” She said. “Oh I will never forget how he gave it to me as we fucked. So much power. So much lust. He claimed me, and marked me by clamping on my neck with his mouth.”

“You mean that you are his now?!” Rarity asked with slight fury.

Twilight nodded, causing the rest of the girls to become jealous.

“Well, you won’t be the only one now!” Rarity stated angrily. “Come on girls!! Let’s get our marks!!”

With that remark, the girls all cheered, but were interrupted by a loud roar and growl in the distance.

“What was that?” Trixie asked.

Twilight grinned. “Why, that was Spike of course. Seems he needs more mares to fill.”

“Well, let’s go to him and get some more!” Rainbow said in excitement.

The girls nodded, and, with Twilight in tow, they headed off to where they figured Spike was.

A few minutes later, the girls arrived at the door to the room where they could here groaning and moaning.

“Who could that be?” asked Rarity, reaching out to open the door.

“I don’t…..” Twilight trailed off as the door opened, allowing them to see who was in the room with Spike. The girls stood in shock as they saw who Spike was railing.

Spike was holding Mane-iac in an anal nelson, pounding her swollen belly with his upper dick. Below Mane-iac, High Heel and Yamimane were sucking and rubbing his lower dick with their luscious tits.

The girls stared at Spike’s second dick, shock and lust running throughout their bodies.

Rarity then said, “Well, I can’t believe my Spikey Wikey was hiding that the entire time. Now he owes me another ride!”

The girls nodded, and Starlight said, “Rarity, we agree with you, but let’s wait till Mane-iac gets another filling. Then we can get our rides with him.”

Rarity nodded, and they stood there, watching as Spike continued to rail Mane-iac.

Spike growled as he railed Mane-iac, gripping her arms even tighter as he went faster, causing her to groan and moan in pleasure. Mane-iac could feel herself orgasm again and again as Spike rammed into her ass over and over again. Her belly was swollen from Spike’s previous orgasm, and she hungered for more.

“More!!!” she panted. “Give me more!!”

Spike growled, and started moving even faster as he continued to ram into her.

High Heel and Yami continued to rub and suck his second dick with fervor, wanting nothing more than to be covered with his delicious seed.

Spike felt his balls start to tighten as he continued to rail Mane-iac like a jackhammer. He growled, and tightened his grip on Mane-iac as he prepared to stuff her full of his warm, thick spunk.

Soon, Mane-iac could feel his dick swell in her ass as he prepared to orgasm. She moaned even louder as he rammed her harder and harder. High Heel and Yami started sucking harder and longer on his lower dick, wanting more of his spunk.

Finally, Spike could no longer hold back his orgasm. With a mighty roar, he stuffed his entire upper dick into Mane-iac’s ass as he orgasmed. Mane-iac felt his warm, thick spunk jet into her body, causing her belly to swell even more and make her orgasm hard. High Heel and Yami felt his lower dick swell, and quickly positioned themselves in front of it with open mouths, wanting to get his spunk before it hit the floor.

Spunk shot out of his lower dick like a fire hose, quickly filling their mouths before covering the rest of their bodies in warm, musky spunk.

High Heel and Yami quickly swallowed the cum in their mouths, and started eating the cum off their bodies.

Spike felt his orgasm start to slow, and then stop, before pulling out of Mane-iac, causing her to moan. He looked at his handiwork with a grin while placing Mane-iac on the floor.

Mane-iac was completely dazed. Her mane lay limp, and her tongue hung out of her mouth as she panted. Her belly was extremely swollen, making her look like she had three watermelons in her stomach. Her ass was tinged red, with a stream of cum leaking out as she lay on the floor.

Spike’s grin widened as he turned to High Heel and Yami, who were too busy eating the cum on them to notice him.

But his attention was diverted from them when he heard a familiar voice call out his name.

“Spike!! Over heere!!”

He turned to where the voice came from, and saw all of his previous mates standing in the doorway with smiles on their faces.

“Do you girls mind if we have some fun with him?” Rarity asked High Heel and Yamimane, who had turned to see who was talking.

They shook their heads, and Yami spoke.

“By all means girls, go ahead and ride him to your heart’s content. I doubt he has a problem with that. I know we don’t.” She then turned to him, and asked, “Do you have a problem with that stud?”

Spike shook his head, and grinned. He wanted to mate with them again. He wanted to make them his!!

The girls cheered, and started heading towards him, but were stopped by Twilight and Starlight.

“Girls, I know you want to have a ride with him, but there’s 11 of us, and 1 of him,” Starlight said.

“So what do you expect us to do? Take turns?!” Rainbow said with slight frustration.

Twilight shook her head, and said, “No Rainbow. We aren’t going to take turns. Starlight and I are going to cast a spell on Spike so he can handle all of us.”

Turning to Starlight, she said, “Are you ready?”

Starlight nodded, and turned back towards Spike, ready to cast the spell.

Twilight stood next to Starlight, and started to channel her magic, Starlight doing the same.

Soon, they fired a beam of magic at Spike, who roared in surprise.

There was a flash of light when the beam hit him, and when the flash had disappeared, five Spikes with large hard ons stood where the original Spike had been.

“Five horny studs….” Rainbow teased as she felt her marehood leaking from excitement.

“Only means more fun for all of us…” Yami followed up.

“Didn’t you knee me in the stomach?” Twilight asked looking at Yami.

“Sorry about my bitchy side.” Yami answered. “She kept me locked up for so long, she doesn't know how to let loose in her entire life. So sorry about earlier.”

“Well you’re forgiven, but we have five studs to take care of…” Twilight remarked in a lust filled tone. “So how about we each get in groups?”

“That’s fine with me, as long as I get some of Spike,” Rainbow said, the rest nodding in agreement.

With that, they split into groups. One group consisted of Twilight and Mane-iac. Another group consisted of AppleJack, Fluttershy, and Pinkie. Another consisted of High Heel and Rarity. Another group consisted of Starlight and Trixie. And the final group consisted of Yami and Rainbow Dash.

Each group had one horny Spike clone.

The girls sat on the floor and spread their legs, inviting the clones to them. Each clone looked at the girls with a grin, before moving towards them. The sounds of moans and carnal screams followed suit as the clones proceeded to have their way with the girls.

-Professor Stripes & Calm Breeze-

Later, Professor Stripes and Calm Breeze had been working in the lab for several hours with little success. Stripes sat at her desk, staring at the sample she had picked up earlier.

“Breeze, I need some potassium citrate from the cabinet.” Stripes called out. She didn’t get a response. “Breeze?” Stripes then turned around to see her assistant asleep on her desk.

Stripes sighed at that. She pulled something out from her desk and walked over to Breeze. She bent down, and pointed the item near Breeze’s ear. A large blaring sound soon followed, as well as the screams of Calm Breeze as she flailed her body around and fell on the floor while covering her ear in pain. She opened her eyes to see her mentor standing over her with a mini air horn in her hand.

“Sleep well?” Stripes asked her assistant in a dull tone.

“I’m sorry,” Breeze said as she stood up with a yawn. “I barely got any sleep after yesterday.”

“Well I’m sorry if sleep is the last thing on my mind since we’re the only hope to save the Power Ponies right now.” Stripes added as she walked back to her desk to analyze Spike’s sperm sample.

“You still haven’t found a way to counter its effects?” Breeze asked in concern.

Stripes nodded. “Unfortunately no. I can’t quite figure out how to negate it without destroying the sample. And you know I don't want any harm to come to HumDrum or the Power Ponies.”

Breeze nodded. “Of course! I don’t want him to be hurt either. So, you needed potassium citrate?” She walked over to a cabinet, and started looking for it.

Stripes nodded. “Yes. I think that it will help negate the effects, while protecting the infected.”

Breeze turned to Stripes holding a large bottle in her hand. She closed the cabinet, and walked over to Stripes, who gladly accepted the bottle of potassium citrate.

“Thanks” Stripes took it and, using a pipet, added a small drop to a slide.

She took a sample and inspected it on a microscope with a hopeful smile. “Yes…there it is, keep going, please” Stripes said, getting excited. “A little more and…NO!” She slammed her fist on the table and looked away.

Breeze looked at her confused and then checked the petri dish sample only to see the sperm being destroyed, leaving nothing else behind. “Didn’t work?”

“And I was so close...” Stripes said in frustration. “I don’t get it! In paper this should be working but the…chemicals Spike was bathed in keeps anything I try to put on it spread and weak, the cure just can't take effect because its components break apart faster than they can restore.”

“Well isn’t there something we can do?” Breeze added in response.

Stripes sighed. “I’m not sure. But from what I did analyze from the sperm sample as well as from Twilight’s bioscans,” She followed up as she walked over to a nearby computer and pulled up a bioscan on the monitor. “With the added magic from the girls, and the extreme hormones running through his body, it seems to be slowly affecting the mares as well.”

“W-what do you mean?” Calm Breeze asked with concern.

“It means he’s passing the toxins within their bodies faster than I could have anticipated.” She followed up by pulling up bio scans of the rest of Twilight’s friends as well. “At the rate things are going, they could all becomes as monstrous and horny as Spike and seek out a mate to sate their urges as well. The city will be lost with weeks if they escape from here, turning all of maretropolis into a brothel filled with lust.”

“That can’t be good…” Breeze added.

“OF COURSE IT’S NOT GOOD!!!” Stripes shouted, making Breeze stumble backwards, cowering in fear of her mentor’s outburst. Stripes realized how she acted and quickly calmed down.

“I’-I’m sorry… I wasn't trying to scare you like that.” Stripes said as she held her hand out for her assistant. “Let’s try to take a break.”

“Okay…” Calm Breeze agreed with her mentor as she held her hand out and gripped Stripes hand, allowing the zebra mare to help her up. Breeze walked over to a nearby stool, and started to sit upon it, wanting to rest for a few minutes. Unfortunately, she lost her balance, and fell backwards, knocking over the stool in the process. As she fell backwards, her hands flew out as she tried to stop her fall, but her hands knocked over a beaker full of copper sulfate instead.

“Breeze!” Stripes shouted in concern. “Are you okay?” The zebra mare walked over to her assistant who was currently rubbing her head after she fell backwards, trying to shake off her dizzy feeling.

“I’m fine…” Breeze groaned as she stood up from the fall. She looked behind Stripes and her face immediately began to go pale.

“What is it?” Stripes asked in confusion. Breeze only pointed towards the work table and Stripes noticed that a beaker of copper sulfate was knocked over and onto Spike’s semen sample. The sulfate started to bubble and fizzle into the sample as it started to turn from a whitish color to blue.

“Why did you knock over my Copper Sulfate Breeze?” Stripes asked angrily.

“I didn’t mean to!!” Breeze squeaked out in fear. She backed up from the angered Stripes as she continued. “It’s not my fault my balance was off!”

Stripes sighed in frustration. “You’re right. It’s not. But now we have no sample to work with!!” As she said this, she walked over to the blue sample. She glanced at the microscope out of habit, and paused. She looked into the microscope again, looking at the sample underneath it, and gasped.

“Breeze.” She said in a neutral tone. “Come here.” Breeze quickly walked over to the microscope, and said, “What is it professor?”

Stripes looked at her with a neutral look on her face, and said, “Look at the sample.”

“But I thought you said that the sample was useless now.”

“Just look into it Breeze.” Stripes tells her. Breeze looked into the microscope, and saw an interesting sight. There were blue antibodies in the sample that were attaching to the sperm, but were not destroying them.

Breeze looked up at Stripes upon seeing this. “Professor Stripes, what is happening?” She asked.

Stripes grinned. “It means, my dear assistant, that we have succeeded!! And it is thanks to you that we were able to do so!”

“Wait, my clumsiness did something good?” Breeze asked, rather surprised and at the same time proud.

Stripes nodded, and turned her attention back to the sample. “Indeed… you’ve actually helped to create an antibody for the toxins inside of his system.” She picked it up, and placed it onto a scanner, before heading over to the computer and hitting the scan button. After a few seconds, the scan was done, and Stripes pulled up the analysis of the sample. She looked at it intently.

“Hmmm…” Stripes thought as she picked up the sample from the scanner. “Well due to the nature of Spike’s harden’s skin, an injection is near impossible.”

“Then how can we get the antibody into his bloodstream?”

“The best solution is to rub the antibody on an exposed area on his body.” Stripes said with a light blush. “You can guess what area is exposed, right?”

Breeze sat in thought for a few seconds, before realization and a blush crossed her face. “Oh…”

“Exactly. One of them has to rub this on his crotch when he’s not turning a mare into his breeding slave.”

“There’s still the Power Ponies as well as Mane-iac that we need to help out.”

“I have two ways to work that out once I replicate the antibody.” Stripes replied as she stepped behind her desk. “One I can give the girls injections for it to take effect. Or two,” Stripes then pulled out a canister and stored part of the antibody inside. “Have the antibody spread out as a gas into the ventilation ducts.”

“And either way will work?” Breeze asked.

“Of course.” Stripes remarked. “But we have to do the hard part first if we’re going to help our friends.” Stripes added as she placed the antibody into a special machine and waited for the copying process to play out.

“So you think Shadowmane and High Heel are going to go through with this?” Breeze asked.

“Not likely, but they won’t have a choice with those bands around their wrists.” Stripes remarked in a dull tone. The sounds of beeping soon played out as the machine finished with the antibody. Once it finished, a loud boop played out, signaling that the antibody had been cloned to make several more antibodies.

Stripes took out the now larger sample, which now looked like an oil, and placed some of it into a canister connected to the air vents. “This is just in case things go south.” Stripes followed up as she pulled out a piece of paper and a pen and began writing down her thoughts for anyone to find and left it on her desk. “Alright.”

“Is that everything?” Breeze asks her mentor.

“Let’s return to the control room and fill Shadowmane and High Heel on our findings.” Stripes added as she walked over to the door. Breeze nodded and followed her mentor out of the room.

-Control Room-

Stripes and Breeze walking through the hallway with a new found hope of saving their friends. Stripes had the antidote in her hands with a way to save Spike from his lust induced cycle.

“Shadowmane. High Heel. We’re back.” Stripes called out as she and Breeze returned to the control room. “Hello?” Stripes called out again, looking around the room for any sign of the two mares.

“Where are Shadowmane and High Heel?” Breeze asked in confusion as she sat in a random chair.

“I’m not sure, we were only gone since yesterday.” Stripes said as she set the antidote onto the table. She soon turned on the monitor above them to see what was going on, only to find the camera was offline. “Something is wrong.”

“What is?” Breeze asked.

“The camera’s should not be offline.” Stripes added as she ran a system diagnostic. Another screen opened up on the monitor to see that some areas were without power, and some of the cameras were offline. “Even with the backup generator active, these cameras should not be off.”

“Maybe the generator ran out of power.” Breeze added.

“The backup generator is supposed to last up for two months.” Stripes added. “It should not be out of power so soon.” Both mares pondered on what was going on, until Breeze gasped as a dark thought crossed her mind.

“Do you think that Mane-iac, Shadowmane, and High Heel may have sabotaged it?” Breeze asked.

“Not possible. If they did try something, the bracelets on their arms would’ve activated after thirty seconds.” Stripes added as she noticed something else on the monitor. “There’s also another problem. The camera where the Power Ponies are, it is also out.”

“Could they have done something to it?” Breeze asked in alarm. Stripes shook her head. “No, they couldn’t have. They were paralyzed by my sonic sound weapon.”

“Maybe we should check on them, just in case.” Breeze added with concern. “I have a really bad feeling on what’s going on.”

Stripes sighed. “Alright, let's go check on them. It wouldn’t hurt, I guess.”

“I would at least like to go check on Twilight’s stasis pod.” Breeze added pointing, to the room behind Stripes.

“I’ll wait for you outside the room then.” Stripes added. Breeze walked away and entered the room with the stasis pod, while Stripes stepped outside the other room and waited on her assistant.

Suddenly, Stripes heard a piercing scream, followed by Breeze shouting. “Professor Stripes!! We have a problem!!!”

Stripes ran to where Breeze was, and found her standing in front of the empty stasis pod.

“How did she get out?” Breeze asked in confusion. “I thought I had it locked.”

“Somepony must’ve come in and opened it.” Breeze added.

“That’s not possible.” Stripes added. “Myself or any of the Power Ponies are able to open these pods.”

“But if she got out, then that must mean the others got out as well.” Breeze said, her eyes slowly widening in realization.

Stripes gulped at the thought, and quickly said, “Let’s go check on them to make sure.” With that, she headed over towards where the Power Ponies where locked up, Breeze following her closely.

Soon they arrived at the room where the girls were, only to find that the door was wide open. Alarm bells ringing in their minds, they walked into the room, only to find that the girls were gone.

“Oh no!!” Stripes cried out. “How did they get out!!?” Breeze wasn’t sure herself until she saw smoke coming from the console

“The console for the sonic destabilizer is destroyed.” Breeze called out. “And it looks like it was destroyed by a magical blast.”

“Then it wasn’t from Mane-iac Shadowmane, or High Heel.” Stripes added as she did a system’s check. The console was badly damaged so any future paralysis was impossible without repairs. “They don’t have any magical properties, so it must’ve come from one of the mares in this room.”

“But what could have motivated them to destroy the console?” Breeze asked. “I thought they couldn’t move while under paralysis.”

“Well something must’ve driven them.” Stripes added. “We better find them before they get out.” Breeze nodded in agreement, and the two mares started to leave the room. Suddenly, a loud moan followed by two roars could be heard by the two mares. Looking at each other, they both thought the same thing. ‘Spike.’

They quickly ran down the hall, and didn’t stop till they reached the door to Spike’s room. They looked at each other, and then at the door, before taking a deep breath, and slowly opening the door, peeking out the opening into the room. What they saw, left them speechless.

Five Spikes were making love to eleven mares in the middle of the room. One Spike was fucking Twilight and Mane-iac at the same time while both mares were making out with each other. Another Spike was getting a triple tit fuck from Applejack, Fluttershy, and Pinkie Pie, and his Twin Dragons were trapped in between their titflesh. A third Spike was getting a double blowjob from Rarity and High Heel. A fourth Spike was sitting down while Starlight and Trixie were riding his twin dragons like no tomorrow. The last Spike was pounding Yami’s marehood and ass with his Twin Dragons, while Rainbow Dash was having her marehood eaten out by the monstrous drake while at the same time having her tight ass played with by his tail.

Stripes stared at the orgy with fear, awe, and very slight arousal in her eyes, while Breeze stared at the orgy with mainly awe and arousal. All eleven mares had bulging bellies and bite marks on their necks, and were covered in cum. Both mares dared not to say a word as they slowly walked out of the lust filled room full of hormones and lust. As they walked out, they had blushing faces, with Breeze’s resembling a tomato while Stripes’ face was tinged with red.

“Sweet heavens!!” Stripes said with her cheeks rose pink.

“What’re we suppose to do about that?” Breeze added as she was flushed with embarrassment.

“I don’t think we can even get close to him let alone know which one is the real one.”

“I’m afraid our best bet is to wait until the clones disappear and wait for the real one to show himself.”

Stripes sighed and nodded before looking into a nearby clock. “Perhaps we will not have to wait for so long Breeze.”

“What do you mean profesor?”

“Time, Breeze, Spike is running out of time. In his body the toxin is spreading, and dividing him is just speeding the process, soon he will be unable to move, the clones will start to fail and in the worse case scenario his heart will give up. Not only him but the mares are at risk too. Right now their lives can be in terrible danger.”

“Wait, what about the antibody in the air vents?” Breeze inquired. “Will that work?”

Stripes started to think “In theory it could work, or at the very least will cure the mares, but then we will have the problem of five horny Spikes in our hands”

“Even so, there must be a solution right profesor? Think.”

“Well…for now I think using the ventilation system is our best shot, I don’t know if it will work on Spike but it will incapacitate the mares, for now that is our best option.” Stripes added. Breezes nodded in agreement, but a loud moan suddenly made the mares turn their attention back to the other room. The first Spike that had Twilight and Mane-iac together, had stuffed them silly again making their bellies even bigger than normal. He pulled out after awhile, but he was still hard and Mane-iac looked unconscious.

He looked around himself to see that some mares were waiting for their turn as each of the four Spikes were still railing their mates. Pinkie and Applejack were rubbing their clits violently, waiting for their turn as their Spike was fucking Fluttershy into submission against the wall. Spike number 1 started to lick his lips as he walks over to both horny mares. Sadly he only got three steps when he felt something grab his tail. He turns around to see that Twilight was grabbing onto his tail.

“Not...yet…” She growled, tightening her grip in his tail. Her marehood starting to wink uncontrollable before opening and releasing the excess cum from her body, making her stomach soon return to normal. Using her magic she cleaned herself as best as she could before standing up while licking her lips, her pussy soon getting wet in a matter of seconds. “So good…more I want more!”

She then looks up at him with a rather predatory smile, and her eyes were not their usual purple hue. Her eyes were now green and her pupils were now cat slit. The current Spike was still confused until she pulled onto his tail with such force that he was thrown backwards and onto his back. The sudden impact made the other girls, other than Mane-iac look in their direction as they see Twilight getting on top of her Spike.

Her fingernails soon sharpened and she dug them onto his chest, actually leaving a mark, surprising Spike as she licked his cheek. “Hmmm delicious.” Before he could react, she violently held Spike’s head and put him in a kiss lock as she snaked her tongue into his mouth. Spike was still confused but he saw this as a way of testing his own dominance with his mate, suddenly growing more hostile.

A growl caught his attention, and looking back he saw the other girls soon acting like animals, and like Twilight expelling the semen, some even holding Spike and releasing their fluids on their bodies, as they started to bite, suck them even faster or their milk started to overflow and Spike started to struggle in drinking it.

The rest of the girls suddenly pounced on their Spikes with hormonal driven intent as they each wasted no time in wanting to ride their mostrous studs.

“Oh dear lord, they are turning feral.” Stripes said in alarm “We need to start the ventilation before they kill Spike.” Striped added. Breeze nodded in agreement and they ran back to her lab to see that the Antidote in the canister was still connected to ventilation system. Breeze wasted no time and pressed the button activating a machine.

Soon the ventilation started and the room where the orgy was going on was filled with gas. None of the mares played no mind to it as their eyes shined like cats, but soon their vision got blurry and their balance started to waver.

“Twilight…want... more…” Twilight said, struggling to stay awake as she slammed Spike against the wall and impaled herself on his dick, as her pussy kissed and massaged his member. Spike wasn’t going to let his mate outdo her, but he was amazed at how she was keeping up with him. He kept a firm grip on her ass as he thrust his twin dragons inside of the needy mare, wasting no time trying to regain control. He soon heard another groan to see Mane-iac looking at him with the same predatory grin on her face.

“Don’t think I’m done with you yet stud…” Mane-iac dralled as she used her mane to force the seed that was deposited in her body out of her pussy and ass until she too was clean and back to normal. “I’m still not satisfied…” She added this by getting over his face to where her marehood was just above him. She forced her ass down onto his face and he was forced to eat her out.

“No…Twilight not…sharing.” Twilight said as she got territorial with Mane-iac. Some of the other mares had the same idea as they started to get territorial with their mates and they started to wrestle around to claim their mates.

“Why isn’t it working professor?”

“Patience Breeze, it needs times for it to set in.”

Breeze started to sweat and look at the monitor with lust before looking at the professor. “How long will it take to start?” Breeze asked, but she started to grow dizzy after looking at her mentor. Her face flushed red and her body started to heat up.

“Don’t know, maybe an hour?”

“Then…maybe…we should…see…how to pass the time?” She said, starting to gasp.

“What do you…hmpht!” Stripes lips were soon invaded by Breeze’s lips as she struggled to put her shirt down. Stripes pushed her away in surprise. “Breeze what are you…”

“Sorry Professor, I just…can’t hold back anymore!” She tried to kiss her again but Stripes jumped back. “Breeze, are you still infected!?”

“Oh yes!” Her eyes turned predatory and she prepared to pounce at her.

“How are you-” Stripes cuts herself off as she remembered when Breeze was still with Rainbow Dash and Pinkie Pie.

Stripes jumped to the right before Breeze got to her and hid behind her desk. “Breeze you need to listen to me. This is not you. You are not thinking clearly.”

“Oh, on the contrary professor, I know what I want” She went and took the antidote for Spike. “As well as what you want.” She was about to drop the antidote but stopped when Stripes rose from her desk.

“No!” Stripes called out, but Breeze held out her hand.

“Ah, ha doctor, that is not how it's going to work. You want to save Spike, we are going to play.”

“Breeze, I’m the only one left. If you infect me…”

“What does it matter!?” She said in anger. “If we are infected, we only need to get into that room and breath the gas too.” She told her, pointing at the monitor. “So you can’t argue back now, so now just shut up and let's enjoy ourselves!” She smiled at her. “We can get cured right afterward, but if I need to force you!” She got angry and threatened to drop the cure on the floor.

Stripe clenched her fist and looked down. “What do you want me to do?”

Breeze smiled and crossed her arms. “Let's start with something simple.” She pointed at her “Strip professor.”

“Excuse me?”

“You heard me. Clothes off. I want to see that sexy body of yours.” She said, practically drooling. Stripes only sighed as she really didn’t have much of a choice in the matter. She started by unbuttoning her lab coat and setting to the side on her desk. The zebra mare was angry, but she needed to get the antidote away from Breeze.

“Didn’t tell you to stop...” Breeze growled in anger as she lifted the cure in the air. “Keep going...” Stripes dared not to growl as she lifted her blouse over her head. Her generous GG-cup breasts were concealed by a frilly pink laced bra as she set her blouse to the side. Her skirt was next to come off as she undid her zipper behind her skirt, letting the black fabric fall to the floor.

“Happy?” Stripes said in a calm tone.

“Very much” Breeze said with excitement as she undressed as well until they were both left in their underwear and approached Stripes, making sure to leave the formula as far away as her as possible and not having a strong grip on it so she will drop it if Stripes did any sudden movements

“Oh come on professor Stripes, don’t be so mad, just think, now you can study the process of the virus first hand.” Breeze held one of her breasts. “Are you seriously telling me that you aren’t even the slightly bit curious about its nature before eradicating it?”

“No, but I'm curious to know who will be my new assistant.”

“What?” Breeze asked in terror at that phrase before being sucker punched in the gut by Stripes, and took the antidote before it fell into the floor. Breeze tried to recover her breath but Stripes slapped her, followed by an elbow to her back knocking her to the floor, rendering the lust dazed mare unconscious.

“Sorry Breeze.” Stripes said, putting her clothes back on. “You will thank me later when you’re back to normal” She said as she left the room.

Meanwhile, the gas from the ventilation flowed through after the vents were opened up, spreading throughout the room. Each of the girls soon started to feel tired as well as each of the five Spikes in the room. The gas settled making four of the Spike’s disappear, and the girls started to lose their feral appearance and started to feel dizzy.

Soon, the mares lost consciousness and one by one started to fall into the ground. Yami having recently came, reverted back to Shadow, who gasped in surprise and looked around the room in panic before getting angry. “YAMI!” She then started to search until she found her scroll and slowly crawled toward it. “Must…plug her…back.”

Once she reached it, she groaned in pain as she felt as if her parts were on fire. “God damn it Yami! What did you do to my body! Pass it through an iron red tube?” She complained as she gasped, and struggled to put her back in her ass, but her force was soon leaving her. “…agh fuck it! This will have to do for now!” She half shoved it in her pussy, making her flinch in pain from how sensitive it was. “Must…trap…her.” She gathered all of her strength and then rammed the scroll inside her screaming/moaning in pain and pleasure until it was safely secure inside, her entire body shuddering for a brief second before she fell down on the floor, completely unconscious.

Stripes closed the door behind her, leaving her unconscious assistant in the room and went towards the sealed room with the antidote in her hands. “Now to see if the gas did it’s job…” Breeze said as she was in front of the door that was pried open by Spike’s claws. She entered the room and breathed a slight sigh of relief. Spike was down as well as the mares around him and the mares around her were back to normal.

Problem was that Spike was still rather monstrous in size, and the room practically reeked of sex. Spike’s semen drenched the floor, and all eleven mare were drenched in semen, milk, and other bodily fluids as they were spread across the room.

“So the gas only cured the infected, not the carrier.” She added as she also noticed that on the mares necks, that there were fang marks on them, showing that Spike marked them as his.

“Poor mares…” Stripes said as she walked over to Spike with the antidote in her hand. The drake was lying on his back. What had Stripes confused was the fact that Spike was still hard. She backed away when his twin dragons twitch slightly. Stripes was immediately taken back by the size of his twin dick as well as the size of his balls which were still swollen to unimaginable size.

‘Just how much can he release in those?’ She thought to herself as her face flushed red and how it was the first time she was this close seeing his raging boners up close. She was still nervous as his cocks were wet with semen and the juices of the mares he claimed, but she took a deep breath, and remained calm about the situation.

“Just relax Stripes... He’s still unconscious…” She said to herself as she put on some sanitation gloves and poured some of the antidote on her hands and lathered her palms in it. “Remember, this is just to cure him of his ailment.” She walked over to the unconscious Spike with the antidote in her hands and began to rub it on his raging lengths.

Stripes had to stay calm as she was a professional with her work and she was glad that she was wearing gloves for this. She had to repeat the process at least three times until she was sure that the antidote was fully coating his lengths.

“There.” She said as she slowly removed the soaked gloves “Let’s hope this will act fast and cure Spike…” She said to herself. She turned around to leave the room and let the antidote do it’s work, but there was a snare in her plan. She took at least three steps from the door, when she felt something tugging at her leg.

“What?” She said in confusion as she looked down to see her left leg wrapped in a reptilian tail. Her gaze soon turned to Spike whose eyes opened widely and glared at the zebra mare.

“Oh… fUAAAUGH!!” She yelped as she was hoisted in the air by his tail to where she was face to face with the grinning dragon. “N-now Spike,” She said as she had a panicked look on her face. “Le-let’s try and be reasonable here…”

“Spike… want…” He growled as he brought up both of his claws. The first was to hold her other leg, while the second one was brought above and with quick swipe, tore her clothing to shreds leaving her bare body exposed.

“Yipe!!” Stripes cried out as her skin met the cold air, causing her to shiver unintentionally. She then glared at Spike.

“Now stop!!! I’m trying to mmmmmmh!!” Stripes was silenced by one of Spike’s claws put into her mouth. Spike, using his tail, bound up her arms, and grabbed one of her legs while pulling her closer to him.

“Spike…..want….now!!” He growled, ending all doubts and protests in Stripes mind.

With that, he started to lower her onto his twin dragons, but Stripes tried to wrestle out of his grip. Spike saw this and decided to mess with Stripes by giving her a kiss on the lips, making the zebra mare feel flustered. Her face flushed red as she felt his tongue forcing her way into her mouth, and wrestling with his tongue.

‘His lips do feel rather ni-No!! I’m starting to be infected!’ Stripes thought in alarm, her eyes widening. Her mind continued to fight itself as they continued to kiss, her lust slowly winning.

Spike continued to kiss Stripes with passion. He opened his mouth, and prodded her mouth with his tongue, asking for entrance. Stripes could feel her marehood dripping in response and her juices flowed onto his twin lengths, and it was only getting worse as she felt herself fighting a losing battle. Her tongue finally submitted to Spike’s aggressive forked tongue as his tongue wrapped around hers.

‘D-dammit… can’t… fight… back…’ Stripes thought as she couldn’t fight off the toxins flooding her body and mind. Spike soon stopped kissing her, leaving a bridge of saliva from the panting zebra mare who was left breathless from the kiss alone. Spike then turned her around and resumed her descent onto his twin Dragons and the zebra mare was too weak to struggle.

“S-Spike WaiIIIIIT!!! OH GOD!!!” She shrieked as she felt her body stretched beyond its limits to take in two raging cocks inside of her body. She threw her head back in response as her body rode out an intense orgasm just from the single thrust.

Spike growled at how tight she was compared to the mares he had claimed. Her pussy and ass refused to let go of Spike’s length as they tried to squeeze every drop of seed in his productive balls. When her orgasm finally subsided, she felt limp and her legs wouldn't stop twitching.

“F-fuck… h...he’s… huge… ” She groaned as her body had to adjust and get used to his abnormal size. Her body shuddered in pleasure and pain as the thick rods dribbled precum inside of her body. He only had two thirds of both lengths inside of her and he was only getting started. Her arms strained in the grasp of Spike’s tail and he had a firm grip on her legs as he had her in the full nelson position. Spike waited for her body to stop twitching and for her lower holes to loosen up a bit, before he would mark a new mare as his mate.

“Spike… WAAAANT!!” He roared as he thrust his hips upwards and his twin dragons pounded the zebra’s pussy and ass. The mare yelped as she felt his twin dicks ramming her insides like a piston striking a metal plate. She groaned and moaned as both of his raging cocks continued to pound her marehood and ass like crazy. Breeze’s stomach had to make out a two dick shaped bulges from how hard he was thrusting into his body.

‘C...ca...can’t… think… st...straight…’ Stripes thought as she felt her will slowly melting away and her mind was slowly being clouded by carnal lust. Spike’s hormones affected her mind to where she was no longer groaning in pain, but was moaning in pleasure as her holes would tighten around Spike’s raging twin dragons each time he would pull out until only the tips were left. He would force his cocks back in with ferocity making her moans soon turn to carnal screams.

“YES! YES! FUCK ME YOU CARNAL ANIMAL!!” She screamed. Spike heard her cries and thrust faster and harder into the mare, making her scream in ecstacy. Stripes’ tongue hung out of her mouth as she wanted more from him. She wanted him to ravish her to the point of no return.

Spike soon let go of her legs and her arms and Stripes yelped when she felt herself falling down from his lengths after he pulled away from her. She tried to get up, but she was positioned in the right spot to pounce her doggy style. Soon as she was on all fours, Spike positioned himself to where he forced his twin dragons into her again, making another carnal moan come for Stripes’ muzzle.

Stripes shuddered as she felt her body getting filled up by his cocks. Spike let out another roar as he forced her head down on the floor and increased his speed and he pounded her holes relentlessly. Spike was not letting up. He soon managed to go balls deep within Stripes as his titanic balls slapped against her quivering clit. She felt his claws gripping and roughly groping her tight ass and she was moaning out of control. Her body was on fire and she was pushing back against Spike’s lengths trying to shove more of his cocks in her body.

Stripes’ nails dug into the floor as she was now driven by lust, only wanting to be bred by this monster of a dragon. Spike soon let out a low growl and his cocks throbbed inside of Stripes. Stripes could feel his lengths bulging inside of her and wanting his seed to be shot inside of her.

With a mighty roar, Spike rammed his cocks inside of her and came. Hard. Stripes orgasmed and made a noiseless scream as she felt his seed shoot inside of her, bulging her stomach.

Spike growled in pleasure as he felt her holes clamp tightly on his twin dragons as he continued to cum inside her.

Stripes spoke just one word, which made Spike grin. “More!!”

Spike pulled out of her, causing her to moan in want, before pulling her up to his chest, wrapping his arms around her.

Stripes mind was blank, completely overrun with lust. She sat in his arms, feeling the cum slosh in her stomach and womb.

Spike squeezed her tits, causing her to moan in pleasure. He slowly massaged them, and pulled her even closer as he continued to massage and squeeze her tits.

Stripes could feel his cocks with her legs, and tried to sit down on them, but Spike was holding her too firmly, preventing her from moving.

Spike grinned when he felt the mare try to get to his cocks. He loved it, and would gladly give her what she wanted. He slowly pulled her down till her holes were on his twin dragons, ready to be penetrated.

With a growl, he pulled on her nipples as he rammed her holes with his twin dragons, making her scream in pleasure. He continued to ram her, causing her bulging belly to jiggle with each thrust.

-Lab-

“Ow… that bitch…” Calm Breeze groaned as she woke up from being knocked out by Professor Stripes. She stood up and popped a few of her joints and checked her surroundings. She noticed that the beaker that she had was gone as well.

“Sure knock me out and ditch me…” Breeze groaned as she put her lab coat back on. “When I find you I’m gonna-” Her rant was cut off when a roar echoed through the base. “The hell?”

Breeze followed where the noises came from and and the sounds of grunts along with a mare moaning her heart out as well. Breeze soon found the source of the noises and her attention turned towards Spike who was currently pounding Stripes cunt and ass like a wild beast.

“Holy…” Breeze thought as her mouth was agape as Stripes was still getting her holes pounded by Spike. Her stomach bloated to the size of a beanbag chair as it sloshed with his virile seed. Breeze began to rub her clit as she waited for Spike to be done with the zebra mare. Spike suddenly let out another growl, and hilted himself back into the zebra mare, and unleashed another thick torrent of his virile seed into the needy mare, making her stomach grow even bigger. Stripes threw her head back as she felt her womb expanding even further than it already was and she finally passed out from the excess cum inside of her body. Spike soon pulled out of the needy mare with a satisfied grin. Breeze’s gaze focused on his raging cocks, glistening with cum from his cock as well as from Stirpes, and the once shy mare saw her opportunity. Spike was about to have another round with the unconscious mare, until Breeze called out to him.

“Hey stud!” She shouted making Spike turn towards her. Breeze didn’t have to say anything else as she threw off her lab coat, letting it fall to the floor. She was still in her bra and panties, but slowly stripped them away, giving the hormone driven drake a good view of her body. “Hope you saved some in those fat balls of yours for me!”

She added, slowly walking towards Spike. She saw his twin dragons, and felt herself drool at the sight of them. Spike growled with lust as he walked over to her, and picked her up in his arms, his twin dragons prodding her.

As they walked towards the middle of the room, Breeze moved herself onto his cocks, feeling the tips at her entrances. She smiles as she then turns to the lust driven drake.

“What’re you waiting for? Give it to me.” She told him. Spike grinned, and rammed into her, causing her to make a noiseless scream, her eyes widening from the pain and pleasure as he took her virginity.

Spike growled in confusion as he felt her marehood and ass clamping onto his dicks like a vice. It hurt for him a little, but he soon noticed Breeze’s reaction. She was shaking like a leaf and struggled to keep a straight face as her legs wrapped around his back.

“F...fuck… you’re bigger… than I… thought…” She groaned as the pain was still making the mare shudder in response. He wasn’t even all the way in her and she already had a bulge in her stomach. “G...give me... a... minute…”

Spike waited for the mare to stop shuddering as he held the mare close as he waited for her to stop shaking. It took about a minute for the pain to turn to a mild throb. She opened her eyes and looks into the drake’s soulless one. She whispered two words.

“Don’t hold back on me…” She said in a painted filled tone.

Spike started to slowly thrust in and out of her, causing the mare to groan in pain and pleasure. Soon, the pain started to be overcome with the pleasure, and Spike continued to increase his speed.

Eventually, Spike was pistoning into her, making her moan in pleasure, her pain forgotten. His twin dragons rammed her ass and pussy with a vengeance, making her legs quiver with each thrust. Soon, she orgasmed hard, making her cry out in pleasure and bliss as Spike continued to pump in and out of her.

Around that time, Stripes was starting to regain consciousness from the pounding she got from Spike. The zebra mare was trying to regain her bearings, when she noticed her assistant being tended by Spike. Stripes watched as her assistant bounced onto Spikes cocks like a moaning whore. Stripes only watched as she rubbed her cream filled marehood, waiting for another chance with the drake.

Breeze was moaning her heart out as her rather modest D cup breasts bounced each time Spike slammed her down onto his raging cocks. His balls slapped against her ass and his serpentine tongue entered her muzzle as he made out with the lust dazed mare. Stripes waited patiently as time went by waiting for Spike to finish claiming his next mate.

Spike suddenly let out a low growl and his thrusts grew in speed and ferocity, Breeze’s vaginal and rectal walls clamping down on his cocks eager to milk him of his seed. After a few more hard thrusts, Spike let out a roar and hilted himself deep within Breeze, flooding the mares’ walls with his seed. Breeze let out a hoarse moan as she wrapped her legs behind his back, and felt her womb and ass being stuffed silly from how hard he came, her stomach slowly swelling in size.

“S...so...m...much...” She moaned as she arched her head back as she was riding out her orgasm. Spike finally calmed down and pulled out of the needy mare. “Y… you… really know… how to… rut a mare…”

“Then may I suggest something Breeze?” Stripes said as she crawled over to both individuals.

“What?”

“Why don’t we team up and have this stud fuck us at the same time?” Breeze added. Spike was confused by what she meant, but both mares forced him down on the floor and both mares got on either side of him and pressed their bosoms against his raging dicks. Stripes was three sizes bigger than her assistant Breeze, but she wasn’t going to let that bother her as both mares tended to their now favorite treat.

“We’re not going to stop until we ‘ take care of you’ stud.” Stripes moaned as she and Breeze tended to his cocks. Spike growled in approval as he enjoyed the display that both mares were giving him.

-Four hours later-

Spike finally wrapped up his fun with the scientist and her assistant as both mares were unconscious on the floor with their bloated bellies bulging in the air, and looks of pleasure plastered on their faces. Spike was stroking his raging cocks as he had all the mares around him and after a few more strokes, he drenches each mare in his seed, marking them as his.

Spike was about to have another round with the unconscious mares, but his entire body freezes in place. He started to groan in pain as something was happening within his body. The antidote that Stripes applied earlier was working. The chemicals within Spike’s body were slowly starting to deteriorate and he roared as the pain suddenly got worse. After about thirty seconds of the pain coursing through his body, he finally passed out and slumped on the floor completely unconscious.

Author's Note

This wraps up the mares that Spike has claimed. He's going to have one hell of a wake up call when he returns to normal. Credit to the writers who assisted me as well as Phoenixcolt45 for unique ideas. Sorry if it feels that I got lazy at the end. Still trying to cope wit the loss of my dog, but I hope to bring you more chapters in the future.

Returning Home & Big Surprises

-Spike Wakes Up/ Return To Equestria-

“Ungh… my head… Why do I feel like I just died?” Spike groaned as he woke up with a splitting headache. His head would not stop throbbing from the immense pain going through his body. Letting out another groan, Spike flailed one of his arms around looking for a pillow. He grabbed something a few seconds later, but it felt oddly plump. Out of instinct, he gave the plump fleshy object a squeeze.

“Mmm…” A mare's voice rang in his mind, and his eyes immediately snapped open. Spike looked to his left to see Twilight next to him, but she was naked and covered in a mysterious white fluid.

“WHAT THE-!!” Spike said as he scrambled away from her. In the process, he bumped into someone else. A rather tomboyish groan soon followed as he noticed that he had bumped into the unconscious form of Rainbow Dash sleeping next to Applejack. They were also naked. He then looked around the room to see the rest of his friends naked and unconscious, each drenched in a white liquid. He also noticed Mane-iac, Shadowmane, and High Heel also naked and passed out on the floor huddled in a corner. Spike was beginning to hyperventilate as he had no memory of what happened last night.

“What this fuck is going on?” He asked himself in shock and confusion as he tried to remember what happened. As he was trying to figure out what was going on, he felt a breeze down below. The drake looked down to see that he was also naked, but that he was much taller and buffer than usual. He flexed his muscles admiring his new appearance.

“The hell happened to me?” He asked himself, still trying to figure out what happened. He decided to take a deep breath and relax for a bit to try and calm his nerves.

‘Okay, just calm down and think.’ He said to himself as he hit himself in the head a few time to try and recall what happened after he and his friends were captured. After a bit, it started to come back to him. The last thing he remembered was being thrown into a tanker full of chemicals by Mane-is, and he blacked out afterward.

“Wait, that’s what I remember so far…” He said to himself as he wanted to try and put most of the pieces together. He looked around the room to try and find more clues and he noticed some a beaker as well as a vial on the floor.

“Wait, I was thrown into that tanker…” Spike thought as he began to recall the events of what had happened that following evening. “My friends and I were captured by Mane-iac, Shadowmane, and High Heel, and they used me as a test subject for some super-soldier formula. But that still doesn’t explain why every mare in this room is naked. Better yet, where am I?”

He asked himself this when he looks around the room he was in with the rest of the girls. He walks over to where the beaker was and picked it up to examine it. He noticed a strange blue substance, and sniffed the beaker. “huh, it smells funny” He said. Seeing that the smell didn’t bother him, he decided to lick the beaker’s contents, but he immediately regretted it as he grimaced and spit out the contents.

“PTEW!! Aww, that’s gross... What’s this stuff made of, burnt rubber and stale ass!?” He exclaimed. Spike then took a look down and finally noticed a certain part of him had significantly grown.

‘Whoa my dick is huge, but how did it get so big?’ He thought to himself. Spike then investigated the rest of the room and accidentally stepped in a puddle of white fluid.

“What the heck is this stuff?” He looked down curiously and decided to drag the tip of his tail through the puddle and brought it close to his face and sniffed it. Spike suddenly realized what the sticky fluid was after the countless times he’s masturbated to Rarity or one of the girls. He looked over at the sleeping bodies of the mane six and everypony else in the room and put the pieces together in his head at what happened when he blacked out.

“Oh shit... did I… did I just rape my best friends and the villains too!?” He exclaimed while his face went pale and a sudden wave of nausea overcomes the drake. He felt like throwing up, and he thought about what the girls would do to him when they wake up.

‘I knew this day would come, I just knew it, this is my worst dream come true!’ Spike was feeling sick now, thinking how long he had his draconic urges under control since his birthday. He did the one thing he promised to himself, and now he couldn’t help but think to himself.

‘I’m a monster, I hurt and betrayed my friends in the worst possible way, and now they’ll hate me forever and never want to see me again.’ Spike thought while he went through his self-loathing on how he’ll be cast out from Equestria, but then he remembered back in the warehouse when Mane-iac dropped him into the vat of chemicals and turned him into this beefcake of a dragon. He smiled a little thinking how stupid he felt letting his imagination get the best of him.

‘I guess the chemicals altered my body and did this to me. It’s no wonder I lost control.’ He felt a little better after thinking it wasn’t entirely his fault but the chemicals that he fell in.

‘Ok so now I was dropped in a vat of chemicals, woke up looking more buff than Big Mac, all my friends and the villains are unconscious after what looks like me having sex with all of them, and I have no memory of any of it, some night for me to remember my first time’

“So what am I supposed to do now?” Spike asked himself as he pondered on what to do next. Around that time, a plethora of groans were heard around the room. Spike turned around to see that every mare was waking up from their ordeal.

“Celestia, why does my ass feel like it‘s on fire?” Rainbow Dash groaned.

“Why does my back feel like it’s been slammed on every hard surface?” Starlight groaned.

“I feel like I was knocked out by a bat.” Applejack groaned as she popped a few of her joints, but her legs were pretty much useless right now.

“I feel like I had the wildest party ever.” Pinkie groaned, still trying to at least get in a comfortable position.

Rarity looked down at herself and shrieked. “Good heavens!! What unladylike activity did I partake in last night to make me like this!?”

“Rarity, it was actually three nights ago.” Twilight remarked. The ivory mare soon recalled the events that played out, and her face immediately flushed red.

“Oh, right…” Rarity said. She tried to stand up, but she couldn’t even feel her legs.

“Girls... you’re awake...” Spike called out, getting their attention. “What exactly happened, and... did I rape any of you? If I did, I’m sorry. I’m not sure what exactly happened to me, but it must’ve been beyond my control.” He said guiltily.

“You didn’t rape us, Spike.” Twilight answered. “We chose to do this to save you.”

“Wait…. WHAT!!?” Spike shouted, completely shocked by what Twilight just told him. “What happened to me while I was unconscious?” Trixie shifted up slightly to look at Spike

“You turned into a lust induced monster when an aphrodisiac was added to the mix.” She answered with a groan. “They took what they thought was a mind control serum, but I dropped the bottle by accident.”

“You were gonna spike one of my drinks with that weren’t you?” Spike asked with a groan.

“Well I was, but with what happened to us, it backfired badly.” Trixie remarked.

Twilight groaned at that. “You know I’m still mad at you about that.”

Trixie sighed. “I figured as much.”

“So... you mean you all willingly…”

“Yeah, Spike…” Rainbow Dash remarked with a smirk. “We all slept with you to help sate your crazy lust induced rampage.”

“Oh.” Spike said, before realizing that he felt a little….breezy in between his legs. Looking down, he yelped and quickly covered his naked groin, while inwardly screaming in his head at how big his twin cocks were now.

‘What was in that freaking tank?’ Spike thought to himself, but then he thought about the villainesses that were also with him.

“Um, girls?” Spike asked them, pointing at the villainesses. “Why are they here?”

“Despite the monster state Y’all were in,” Applejack said. “Y’all actually injured them pretty badly. Especially Mane-iac, so we brought ‘em here. To the Power Pony HQ.”

“Wait, you brought them here?” Spike asked before he soon heard another groan and noticed two other mares similar to Zecora and Coco Pommel. He immediately recognized the two comic characters. “And why are Professor Stripes and Calm Breeze in here?” Around that time, both Stripes and Calm Breeze woke up groaning from the assault they endured.

“Ow… everything hurts…” Calm Breeze groaned.

“By the mayor’s court reading. My ass hurts… What happened?” She asked herself. She soon looked around the room and her attention turned towards Spike. The memories of last night soon flooded into her mind, and her face burned bright red.

“Nevermind, now I remember…” She groaned, hanging her head in shame. Calm Breeze soon realizes that she was naked, and she freaked out and covered herself.

“Did...did we…?” Calm Breeze stuttered.

“Yes, Breeze… we all did…” Stripes followed up. “But it proved that the antidote we created worked.”

“What antidote?” Rainbow Dash asked.

“The solution Spike had been dropped into had affected you, girls. It was turning you into lust filled beasts. The long-term effects would have been devastating if we hadn’t found a cure for you and Spike.” Stripes explained.

“You mean to tell me we did what we did for nothing?!!” Rainbow Dash shouted in anger.

“In a way, yes and no…” Stripes explained. “The gas only worked on all of you, but I had to come in and rub the solution on an exposed area to eradicate the toxins in his system.”

“So we still had to do what we did regardless?” Applejack asked with a groan as she still couldn’t feel her legs.

Spike only blushed at the thought, but as he was about to say something else, everything around him started to rumble. Just above everyone, a portal began to open up.

“What the- what is that?!” Rainbow gasped.

“The book! Maybe this is the book saying that we’re done!” Twilight surmised.

“Well, it’s about time!” Trixie huffed, “The Great and Powerful Trixie had just about enough of all this superhero business!”

Suddenly, a wisp of light snapped out and grabbed Spike by his leg.

“...Uh-oh.” With a great yank, Spike was pulled upwards through the air.

“AAAAAAAH!” Spike yelled.

“Spike!” Twilight leaped forward, grabbing his hand.

However, this seems to do little to deter the portal’s will, as suddenly, she was pulled upwards.

“Oh, buck!” Twilight screeched, as suddenly, the two were pulled through the portal.

“Twilight! Spike!” Starlight gasped.

Suddenly, more tendrils darted out of the portal, grabbing onto anything with a heartbeat, and with a simple tug, sent them flying.

“Eep!” Fluttershy yelped.

“Hey, watch it!” Rainbow Dash snarled

“Ugh, this isn’t how a lady should be han-DLEEEEED!” Rarity yelled.

“Oh, horseapples!” Applejack hollered.

“Weeeee!” Pinkie Pie cheered.

“Get you… whatever this is, off MEEEEEE!” Trixie cried.

“Yikes!” Starlight gasped.

One by one, the mares were all pulled into the portal. It seemed like its’ work was done… when suddenly, more tendrils flew out… and grabbed a few other ponies in the room. The portal suddenly let loose a bright flash of light. When everyone was out of the room, the portal closed, leaving no trace behind.

-Crystal Castle-

The comic book that had brought the ponies (and dragon) into its’ pages had flipped open, as, in a flash of light, everypony suddenly appeared in the room, sprawled across the room. The girls groaned from the landing as they try to get their bearings from the impact.

“...Did we… did we get out?” Trixie groaned.

“I… I think so.” Starlight hissed a bit, “...Though it hurts to move…”

Spike was the first to get up, as he glanced around the room.

“Oh, boy… I oughta consider buying comics from a different vendor.” Spike shook his head, as he then turned to the girls. “Is everypony okay?”

“Yeah Spike, we’re fine…..” Twilight said, but her voice trailed off when she laid eyes on Spike. Her face followed up with a bright blush the longer she stared at him. The girls followed Twilight's gaze and they joined Twilight’s blushing. Spike was at first confused, but then he looked down to see that he was still very tall, and naked.

“What the… why am I still tall?” Spike blanched.

“I… I dunno.” Twilight frowned, trying her best to not look down at his crotch. “Things were normal the last time we got out.”

“Hmm…” Starlight pondered, as through the pain, she sat up, and stared at Spike, “There must have been some side-effect. That serum Mane-iac had was mixed in with that aphrodisiac that Trixie brought in from out here. I don’t know how it works, but it must have compromised your body chemistry somehow.”

“Well, it can be undone, can it?” Applejack asked.

“I don’t know.” Twilight admitted, “Are you feeling okay, Spike?”

“...Actually, yeah.” Spike answered as he looked over his body, “I mean, I’m a little freaked out, but this can’t be as bad as what I was before, right?”

“I’ll say.” Rainbow Dash stared at Spike, taking in his body. “...I gotta say this, you look… hot!”

“Does this mean you’re gonna stop teasing me?” Spike asked. Rainbow Dash only smirked.

“Maybe…”

“Really, Rainbow Dash?” Rarity frowned disapprovingly.

“Oh, don’t give me that, Rarity. You were staring at him too!” Rainbow Dash growled.

“What? Wh, I never-” Rarity huffed.

“I believed I’m owed a thank you.” Trixie chuckled.

“...Say what?” Applejack deadpanned.

“Well, clearly, Spike here is the way he is because of the aphrodisiac I was going to prank him with,” Trixie smirked. “Everypony was going on about how I shouldn’t have come up with such a mean prank. But guess who was right all along!” She pointed to herself, “Me.”

“Yeah after you had us captured and the villainesses poured your prank into that tanker.” Starlight remarked.

“And Spike got turned into that beast.” Twilight glared.

“...Well, it’s not like Trixie meant for him to become a beast, now is it?” Trixie’s smirk slightly faded. It wasn’t long before they all started arguing. The only ones who didn’t were Fluttershy, Pinkie Pie, and Spike.

“They might be at this for awhile.” Spike said as he just looked at everyone.

“Hey, we’re all here, right?” Pinkie suddenly spoke up.

“Um, yeah?” Spike nodded, a bit confused.

“Then why are there more of us here than there were when we went into the book?” Pinkie asked. Fluttershy and Spike glanced at the pink pony in confusion, when suddenly, two ponies let out a small groan. Two familiar faces that had not been seen in awhile were in the room.

One was a zebra mare with her once mohawk mane now free-flowing as well as her tail. Her fur, as well as her mane, were white with black stripes and her GG-cup bust resting on her chest.

The second mare was a cream color with a light blue mane. Her cutie mark represented a hat with a feather on top and her modest D-cup breasts resting against her chest.

Both mares were naked and woke up with pain in their limbs as they tried to understand what was going on.

“Zecora? Coco?” Spike said in shock making the rest of the girls stop arguing and look at where Spike, Pinkie, and Fluttershy were staring.

“Spike?” Coco murmured, rubbing her head, before noticing the other girls, “Rarity? You guys? What’s going on here?” She then glanced down… and noticed her breasts, clear for all to see “And why am I naked!?” She shrieked as she covered herself in embarrassment.

“We could ask you the same thing, sugarcube.” Applejack frowned, “How did you and Zecora get here?”

“Here?” Zecora repeated, less concerned about her big breasts bouncing freely, “And where exactly is here, dear?”

“You’re both in my castle.” Twilight frowned, “...But since we’re on the topic, where have you two been? Nopony heard from you two in weeks.”

“I… I… don’t know.” Coco murmured, hugging her chest tighter, “One moment, I was in Ponysylvania, trying to find some fabrics for this upcoming play I was doing costumes for, the next, I’m dressed up like some lab assistant.”

“Wait, did you say Ponysylvania?” Starlight frowned.

“Hey, isn’t that where the comic book came from?” Rainbow Dash asked.

“Ponysylvania…” Zecora murmured, before lighting up, “Oh, yes, I was there to see which herbs grow the best.” Zecora followed up.

Both mares explained their story on how they both met up in a shop in Ponysylvania. They were each looking for an individual item when they both came across a version of the Power Ponies comic in a shop. Coco then brought up on how two characters looked similar to her and Zecora. The next thing they knew, they were inside the comic for the next two weeks.

“Wait, if you two were Professor Stripes and Calm Breeze… how come you didn’t recognize us?” Rarity frowned.

“We were in their longer than you girls were.” Coco replied. “So our consciousness were pretty much suppressed, but we were aware of what was happening.”

“So, that means you know about…” Spike rubbed his head awkwardly.

“The copious amount of rutting that transpired?” Zecora finished, “Indeed. We were lucky that none of us expired.”

“So I bucked you both without realizing it?” Spike frowned, guilt-ridden.

“It would seem that way, I’m afraid.” Zecora nodded. “Although I did enjoy it since it was a good lay.” She added, making everyone look her way with a huge blush on their faces.

“Z-zecora…” Twilight stuttered.

“Zebra mares are near impossible to sate,” The zebra shaman added. “So I’ve wondered what it was like to be a dragon’s mate.”

“Still, I feel really bad. I mean, look all this trouble I caused.” Spike grimaced.

“While I admit there are amends to make, but try to enjoy what you were able to take.” Zecora added. “I would not lie if I didn’t enjoy it.”

“You know, Zecora… Zecora is right.” Coco spoke up, loosening her arm across her chest, “I mean, it was scary… but the sex… it was… it was good. Really good.”

“Coco does have a point.” Rarity declared, “While I speak for all of us that we did not intend for things to happen this way… in a way, I’m glad that it did.”

“Yer tellin me.” Applejack added. “I’ve never met a stallion that could rut a mare like how Spike could.”

“Yeah, I’ll admit he was good.” Rainbow Dash added.

“Too proud to admit that you bit off more than you can chew?” Trixie remarked, making Rainbow Dash glare at her.

“Spike, he’s the only male I’ve ever trusted.” Twilight added. “The only male I’ve ever trusted to touch me.”

“Well, I had a good time!” Pinkie Pie smiled.

“I think that goes for all for us.” Starlight admitted as she turned to Trixie, “Right, Trixie?”

“...Well, I will say that you were… okay-”

Everypony stared at her.

“You were good-”

Everypony continued staring.

“Oh, alright, you were fan-freaking-tastic!” Trixie rolled her eyes, “Happy?”

“Well, I believe Spike was truly magnific- huh?” Fluttershy stopped mid-compliment. Her eyes grew big with what she was looking at and her face turned pale.

“Fluttershy, what’s wrong?” Spike frowned. Fluttershy only pointed behind her and everyone’s gaze focused on them. Everyone gasped as they noticed the naked forms of Mane-iac, Shadowmane and High Heel were on the floor still unconscious.

“I don’t think we were the only ones who came back to Ponyville.” Starlight added.

“Why did they come out?” Rarity frowned, “I mean, Zecora and Coco, I understand, but these mares were part of the comic book to begin with.”

“Do you think they’re dangerous?” Coco murmured.

“Well, only one way to find out.” Spike walked towards Mane-iac.

“Wait, Spike, are you sure that’s a good idea?” Twilight asked.

“Considering I bucked them too, I don’t think they will be any problems.” Spike gave a small smirk.

“Spike. Just in case,” Twilight said as she channeled her magic into her horn. A rune circle soon appeared under the mares that Spike was near, and Spike hesitantly walked over towards Mane-iac first. Spike reached out to poke the mare, only for her to slowly open her eyes. Spike stumbled back in surprise when she looked at him. She sat up and looked around the room that was unfamiliar to her.

“Wh...where am I?” Mane-iac asked, slowly checking her surroundings. “What is this place?”

Two more groans were heard behind her, signaling that Shadowmane and High Heel were waking up as well.

“My head… What happened?” Shadowmane groaned.

“I feel like a pickup truck ran me over at least three times…” High Heel groaned, rubbing her forehead. “Where are we?”

“Um,” Spike said getting the three mares attention. Their faces immediately flushed red when they see his naked frame.

“Well now,” Mane-iac said as she looked at him. “Who’s this stud of a male?” She added, trying to stand up, only to ‘yelp’ and slump back on the floor. “And, why can’t I feel my legs?”

“Um, you don’t know me?” He asked in a rather nervous tone.

“...I don’t think I even know who I am.” Mane-iac frowned, rubbing her head, “...Should we know each other?”

“What about you two?” Spike turned to High Heel and Shadowmane, “Do you know who we are?”

“No, not sure we do.” High Heel added.

“Ah don’t think they remember anything…” Applejack replied.

“Huh, how about that?” Starlight murmured, “Still… what are we going to do about them?”

“I guess they can live with us for now.” Twilight suggested. “I can at least figure out why they were pulled out of their world in the first place.”

“I guess that’ll work.” Spike remarked. “At least this way they can try and blend in with the crowd.”

“And maybe we can finally get some clothes on.” Rarity said. “I don’t know about you girls but I’m starting to feel a little uncomfortable here.”

“After everything we’ve been through in the past three days you’re uncomfortable being naked with the rest of us?” Rainbow Dash remarked.

“Well, the breeze is starting to get to me.” Rarity added.

“Well, I don’t mind this.” Pinkie exclaimed in a cheery tone. “I could go like this aaallll day!”

“PINKIE!!!” All the girls shouted, making the party planner look nervous.

“Hehe, sorry.”

“As much as I would love to give all of my friends some clothing,” Rarity added. “I can’t exactly move.”

“Ah don’t think any of us can.” Applejack remarked to all of the girls still laying on the floor. Everyone just laughed at the remark as things clearly weren’t going to be the same. They all have been fucked silly by a monstrous drake, they now have three mares from the comic without any memory of who they are, and now they are all with a now muscular Spike who is a well-equipped hunk for who knows how long.

Unknown to any of the girls right now, as well as Spike, several of Spike’s tadpoles were swimming in their wombs searching for eggs to rest in. Each one finding up to two or three apiece and resting in each one.

-Soon to be Mothers-

Spike sat alone in the castle’s cutie map room, reading some of his comics to pass the time. He was also munching on a few gems that Rarity said he could have while he, as well as his marefriends, were currently all in Canterlot. It was quite a shock when Spike stepped out of the castle since his new hunk form attracted a lot of attention. Most of the town was surprised and confused, but later on, with Twilight and the girl's help, accepted his new change once he told them that he is fine and he is still the same Spike. He still remembered the jealous looks that most stallions gave him when several mares couldn’t help but lick their lips when they saw Spike’s rippling muscles. If not for the girls stepping in saying that he was their coltfriend, he wouldn’t stop getting death threats from stallions, or love letters from random mares.

Mane-iac, as well as High Heel, actually were working with Rarity at her boutique. Mane-iac adopted the name Tsareena became Rarity's mane dresser, while High Heel, who adopted the name Crystal Heels, became Rarity's model for her dresses. Zecora was back at her shop and Coco decided to stay in Ponyville and assisted Cheerilee at her school whenever she felt sick. Last was Shadowmane, who to his surprise, turned into one of Twilight’s personal bodyguards since some stallions can’t accept Spike having thirteen mares in his harem. He still remembered one trying to be bold enough to go after Spike, only to wake up in the hospital the very next day.

Spike wasn’t sure why, but he was worried about Twilight and her friends as well as the former villains he slept with. He was glad to not only have Rarity, but also the rest of his friends who he has known for awhile. Problem was that he couldn’t tell if they were addicted to him or not. Especially since over the past week, the girls have been acting strangely.

Rarity, Tsareena, Coco, and Crystal Heel each lost their temper after Spike accidentally stepped on a few gems that Rarity needed for a special dress when he was carrying a box in her home. When Spike later returned to apologize for the incident, he instead got a surprise from the four as they were in skimpy cheerleader outfits. Before Spike could ask what was going on, he suddenly got pulled in by Mane-iac’s mane, and all four mares had a steamy love session with him.

Applejack, along with Zecora, who was visiting Sweet Apple Acres at the time, had lunch with Spike when he wanted to see how AJ was doing. Spike was somehow in between both girls, who acted strangely by having him in a hug that nearly squeezed him to death. They all apologized for their actions, and to make up for what happened, decided to have some fun out in the barn.

Twilight was having these strange cravings that involved pickle relish sprinkled over some chocolate cake with ketchup frosting. Spike had to step out of the room as he didn’t want to be anymore grossed out. Spike wanted to talk to Twilight, but he found her in the process of milking herself as her milk began to overflow. Spike apologized and was about to leave, only for Twilight to drag him back in the room and asked to help ‘relieve’ her.

Starlight, and surprisingly Trixie, somehow had a magic backlash that sent Spike flying through the roof of her home. Both mares apologized for the incident, and they said that it never happened before. Both mares decided to surprise him with see-through lingerie to apologize for what happened to him.

Pinkie, and Fluttershy for some reason, got really angry with Spike when he accidentally knocked over some plants that hit Calm’s leg and startled some of the animals that were eating. They never really lashed out like that before. They did apologize to Spike by pressing their leaky breasts against the blushing drake and let him have a drink.

When Rainbow Dash and Shadowmane had Spike visit RD’s home, both mares were surprisingly crying. Spike had known Rainbow to be brash and egotistical, but never this emotional. Shadowmane was always so dark and mysterious, but this was out of character for her. Both mares cried on his shoulders for hours that soon led to him making both mares feel good.

“Just what has gotten into you girls?” He asked himself as he continued to read his book. He was about to bite into another ruby when he suddenly got a knock on the front door.

“They’re back already?” Spike asked himself a little confused as to how the girls would be back already. But then he remembered Trixie and Starlight since Starlight lived here and Trixie came here often. ‘Guess either Trixie or Starlight forgot something.’ He thought to himself as he walked towards the door. He opened the door to say hello, only to be greeted by a grey fist socking him right in his jaw, sending the poor drake flying back on the floor. He cupped his face, groaning in pain from the impact.

“Celestia’s Sake… The Tartarus was that for?” He asked, pretty pissed off at who punched him. He stopped rubbing his snout and looked forward to seeing a very pissed off familiar grey mare in front of the doorway. She was wearing a blue t-shirt with blue jeans and had a look of seething rage in her golden eyes. Her short silvery mane covered one of her eyes lime-green eyes. The shirt did outline her DD-cup breasts and her jeans hugged her firm buttocks. “Wait… Limestone…?” He asked. ‘What’s Pinkie’s sister doing here? Better yet, why did she punch me?’ When he was about to ask what that was about, the grey earth mare suddenly tackled him to the ground.

“YOU FUCKING SON OF A DIAMOND BITCH!!!” She shouted, as her hands suddenly gripped his neck and she proceeded to squeeze the life out of Spike. Spike was choking as he was struggling to get out of Limestone’s death grip. “YOU’RE FUCKING DEAD!!!”

“Y...you...re...cho...cho...king...me…” He coughed, still trying to get out of Limestone’s death grip. Spike talking only seemed to make her angrier and she squeezed his neck harder. Spike's eyes began to roll back to the back of his head as he was losing oxygen in his brain, and he was about to pass out from cardiac arrest, had another pony not walked in the room. He felt Limestone pulled off of him and he could feel air filling his lungs. He crawled up to his hands and knees as he was in a coughing fit. The sounds of struggling came from the angry mare and from another mare. After Spike stopped coughing, he looked up to see Limestone struggling in another mare’s grip.

She was much taller than Limestone and wore her usual dark blue dress. Her breasts were another story since despite being the older one, she was actually a size smaller than Pinkie. Her light purple mane was short and shabby, with her dark grey coat and dull purple eyes as she held her grip on Limestone. The second mare wore similar clothes to the other mare and her chest size was surprisingly on par with Fluttershy. She had deep purple with a long charcoal mane with a grey coat. She peeked from behind the taller mare with a shy expression.

“Calm down Limestone…” Said the taller mare whom Spike immediately recognized.

‘Now Maud and Marble Pie are here?’

“LET GO OF ME MAUD!! I’M GONNA KILL HIM!!” She shouted, struggling in her sister's grip. She turned to Spike who was just dumbfounded as to what was going on. “WHAT'RE YOU STARING AT ASSHOLE!!?” She shouted, making Spike move backward.

“You’re not going to kill him…” Maud said clinging to her angry sister who was trying to wrestle out of Maud’s grip.

“Especially since we’re supposed to bring him to Canterlot intact,” Marble added in a rather meek voice.

“W-what’s going on?” Spike asked, trying to get up. He suddenly got tackled by Limestone once again who somehow got out of Maud’s grip and had Spike in an armlock. Her knees were on Spike’s back as she had him pinned to the ground and started bending down on his arm.

“YOU KNOW WHAT THIS IS ABOUT YOU JACKASS!!” She said while bending down on Spike’s arm, making the drake cry out in pain. “SO STOP PLAYING DUMB, YOU SCALY BASTARD!!” Spike was groaning in agony at the rate that Limestone was bending his arm, she would’ve broken it.

“That’s enough Limestone.” Maud said as she walked over to her sister as even though it didn’t look like it, she had enough of her sister’s outbursts. Maud then grips a certain part of Limestone’s neck. She let out a grunt, causing her to let go of Spike’s arm, and she soon fell on top of him. Spike hastily crawled away from her trying to understand what was going on.

“Are you alright?” Maud asked as she and Marble Pie walked over to Spike to see if he had any bruises.

“What was Limestone trying to kill me for?” Spike asked in a rather irritated tone, sitting up and dusting himself off again. “I don’t even know what she was talking about.”

“It’s why Twilight and her friends asked us to come get you.” Marble said, stepping from behind her older sister.

“Wait, Twilight asked you to come get me?” Spike asked confused. Before any of the girls could even answer him, Spike felt a sudden pain in his abdomen. He burped out a few flames and a scroll with a golden seal appeared in front of him.

“A letter?” Marble asked in confusion. Spike recognized the seal on the scroll.

“It’s from Princess Celestia.” He said as he read what was inside.

Dear Spike,

If you want all of your questions answered, then come see me in Canterlot immediately. I wish to speak with you personally about the events that transpired the following weeks. It also has something to do with Twilight and her friend's sudden attitudes towards you. It was why I was going to ask Pinkie’s family to come get you. You’re actually going to be in for a surprise when you arrive.

Your’s truly,

Princess Celestia.

‘Why did Princess Celestia ask the Pie sisters to come get me?’ Spike thought after he finished reading the note. He then looked back at Maud and Marble.

“What’s going on?”

“You’ll have to see for yourself.” Maud said with a calm demeanor. “All we can say is that you’re going to be in for a rather big surprise.”

“What surprise?” Spike asked, even more confused. Around that time Limestone suddenly woke up all groggy from the sudden knockout. She looked up to see Spike looking at her. She got pissed again and tried to throttle him again only for her sister Maud to grab her waist.

“LET ME GO MAUD!!!” She shouted trying to get out of her sister’s grip again, still glaring at Spike. “I’M GONNA MAKE THIS SCALY BASTARD PAY FOR WHAT HE DID TO PINKIE!!!” Maud just sighed and then turned to her sister Marble.

“Get the heavy chains…” She asked in a low tone. Marble just nodded and left the room for a few moments. Limestone started to thrash around in Maud’s grip, until Marble returned with some large black chains and a padlock that required a key.

“YOU’RE NOT USING THOSE ON ME!!!” Limestone shouted flailing on Maud’s grip, until she felt something grab her neck again. She looked at Marble again as she was pinching an area on Limestone’s neck and before she knew what happened, she passed out in Maud’s grip.

“I think you’ve caused enough of a ruckus today Limestone.” Marble said aloud as she and Maud tie up their sister Limestone.

“Seriously, what is going on?” Spike asked, trying to understand what’s going on. Both of the girls just turned to him and smiled.

“As we said before, you’ll have to see for yourself.” Marble said as she pushed Spike out the door with Maud, who was carrying her unconscious sister over her shoulder.

“Okay….” Spike said in confusion as he followed the four mares to Canterlot.

-Canterlot-

Princess Celestia and Princess Luna were sitting on their thrones as they waited on Spike and the Pie Sisters to arrive. Princess Celestia looked out her balcony window and waited with a smile on her face. Luna felt the same way as she felt giddy inside for what was going to happen. The door to the throne room soon opened to reveal Cadance holding the giggling Flurry Heart in her arms. The little filly happily sucking on her pacifier as she didn’t know what was going on.

“So, do you think Spike is coming?” Cadence asked an enthusiastic tone.

“He’ll come.” Celestia said with a giggle. “I know he will.”

“Especially when he sees the big surprise his friends have in store for him.” Luna followed up. She was channeling magic through her horn setting a few flower decorations around the room.

“I know the girls are handling this just fine, but the males are another story.” Cadence added, with a slight shudder. Celestia and Luna just let out a sigh.

“Did Shining break something?” Celestia asked.

“When he heard what had happened, he threw his shield out the window, smashing a nearby merch stand.” Cadence followed up. “I don’t think I’ve ever seen him so angry before.”

“I don’t think any of the stallions here could get any angrier than they already are.” Luna followed up.

“Speaking of anger,” Celestia chimed in. “What of the Pie sisters when they went to get Spike? That Limestone was rather furious when she learned what happened to her sister.”

“She was the first to take off when you were going to explain the letter.” Cadence followed up.

“Then let’s just hope that she doesn’t kill him.” Celestia followed up. As Celestia ended that conversation, the double door opened up to reveal a couple of guards entering the room.

“Princess Celestia. Princess Luna. Princess Cadence.” The first guard spoke kneeling in front of the royal monarch.

“At ease Platinum Spear.” Celestia said as she stood up from her throne. “Is he here?”

“We just guided him and the Pie sisters to the Bed Chambers.” Platinum Spoke. “One of them was in chains though.”

“Wait, chains?” Princess Celestia asked in confusion.

“Did Limestone try to kill Spike?” Princess Luna asked with a deadpanned look on her face as well as placing her hands on both of her hips.

“It would appear so.” Gliding Fang added, walking forward. “He had a few bruises on his stomach, neck, and face.”

“Oh dear…” Cadence sighed. Flurry only giggled as she blew raspberries and continued babbling in Cadence’s arms. “Okay, we’ll handle this. Are they in the guest bedroom like we asked?”

“Yes of course.” Platinum Spear added. “They are all currently in room 301 of the Castle.”

“Alright, you are dismissed.” Celestia told the two and both guards gave their salute and left the royal throne room.

“Well, let’s go and see them before Limestone breaks out of her chains and tries to kill my son Spike again.” Celestia said standing up from her throne.

“Agreed sister, let's go and see our nephew and explained everything.” Luna said following her sister then turning towards Cadance. “Are thou coming dear niece?”

“Of course auntie. I know Flurry wants to see her uncle again, don't you sweetie?” Cadance asked her daughter with a smile. Flurry giggled and babbled excitedly when her mommy mentioned her uncle Spike and wanted to see him after so long. With that said the four royals left the throne room to find Spike and the Pie sisters in the guest room.

-Guest Bedroom-

Spike was sitting on a bed with the remaining three sisters of Pinkie’s family. Spike was still trying to heal up since on the way to the castle, Limestone broke out of her chains at least twice to try and kill Spike. Marble and Maud had to pull her off of him at least three times to try and keep her from killing him until he heard the news. He still wasn’t sure what was happening, and not even the guard explained anything. They only told him to go to the guest room with the sisters and wait there.

Limestone was still glaring at Spike as she was still heavily bound in the chains that Maud and Marble tied her up with. She even had to have a blindfold tied to her mouth when she started biting. Marble was sipping some tea with her sister Maud, and Maud was reading a few books from the castle library on some new minerals that she wanted to study.

Spike was still confused as to what was going on. So many questions ran through his mind. Why was he called here by Celestia? Why was everyone acting so strange? Why did Limestone try to kill him? What happened to his friends?

“Spike,” Marble’s voice called out as she touched his shoulder. Spike turned around to face her. “Are you okay?”

“Y-yeah, I’m fine. Just a little bruised as all.” Spike told her.

“We’re very sorry about our sister Limestone.” She added, all while hugging him. Spike’s face turned red when she had his head trapped between her heavenly bosom.

“M-marble I said it was okay.” Spike said as he tried to get out of her chest. The sounds of growling below them were soon heard and both turned to see Limestone flailing around trying to get out of her chains. Maud heard this and walked over to her sister.

“Limestone, that enough.” She told her still enraged sister, while pulling off her blindfold.. “We were only tasked to bring him here, not to kill him.”

“WELL HOW CAN I NOT WANT TO KILL HIM AFTER WHAT HE DID TO PINKIE!!!?” Limestone shouted, still glaring at Spike. Spike only got confused as to what she was so upset about.

“Limestone, can you just tell me what I did to Pinkie that would cause you to want to kill me?” Spike asked. “I’m still so confused as to what’s going on.”

“YOU WENT AND- MMPH!!” Maud tied the blindfold back around her mouth as she was about to say something and walked over to Spike as Limestone continued to flail around in the chains.

“We’re not allowed to say.” Maud added. “Celestia thought that it would be best for you to see for yourself.”

“See what exactly?” Spike asked again.

“You’ll see when they get here Spike.” Marble said.

“They?” Spike asked. That’s when the sounds of the door opening behind them got their attention. They turned to the door and saw Celestia, Luna, and Cadence with Flurry Heart in her arms walk into the room.

“P-princess Celestia. Princess Luna. Princess Cadence.” Spike said in shock. Marble, and Maud only bowed their heads, but Limestone really couldn't being chained up right now, but she did her best to sit up and bow her head.

“It’s alright my little ponies.” Celestia said in her usual motherly tone. “You may stand.”

“How is everypony doing?” Cadence asked holding a giggling Flurry. The little filly saw Spike and held her arms out wanting to fly towards him. Spike saw this and walked over to Cadence and took Flurry from her and held her in his large arms.

“Hey silly filly, did you miss me?” Spike asked the baby alicorn with a smile. Flurry giggled and grabbed his snout playfully making Spike chuckle at her cuteness. Cadence only smiled seeing the two play around a little. Marble did smile and Maud only smiled slightly. Even though that Limestone was still glaring at Spike, she couldn’t help but appreciate the sweet side of him.

“Spike, I do hope they weren’t too rough with you.” Luna said as she looked at Limestone still bound on the floor. “If we take the chains off you, will you behave yourself miss Limestone?”

Limestone nodded reluctantly and Celestia used her magic to remove the chains from the gray mare. Once they were off her, Limestone went to tackle Spike again but Celestia caught her with her magic and gave her a slight glare.

“Limestone I know you are upset but you will refrain yourself from trying to harm my son. Otherwise, I'll have to show you why one doesn't try to harm the child of an alicorn, understand?” Celestia said making Limestone gulp and rapidly nod her head at the sun goddess tone. Celestia sat her down and Limestone went to sit down in a chair with her arms crossed, still glaring at the purple and green drake.

“Anyways,” Princess Celestia added, turning back to Spike. “Spike, I’m glad you decided to join us today.”

“I still don’t know why you had the pie sisters pick me up.” Spike said. “And I still don’t know what happened to the girls.”

“That’s what we came to talk to you about.” Princess Luna added. “But we want to ask you a few questions first.”

“Questions?” Spike asked in confusion. That was when Cadence walked up and took Flurry from his arms. Celestia and Luna walked forward with her and all three mares surrounded Spike making the drake a little nervous.

“Have the girls been acting differently from usual?” Luna asked.

“Yeah from their random mood swings to weird food cravings, they have been acting weirder than normal.” Spike answered.

“Have the girls have been hornier than before?” Cadence asked. Spike immediately blushed from that response.

Y-ye-yes, they have been hornier, it’s like they are in heat all the time and they would sometimes get me more than three times a day.” Spike said making the mares blush at his answer. Flurry, who’s oblivious to all this, just babbles cutely.

“How do you feel about Twilight and her friends?” Celestia asked. Spike was taken aback by that final question Celestia had asked him. He had to think about this one but smiled and answered truthfully.

“Honestly, I love them all and I’m glad I can help them in anyway I can.” Spike said with sincerely in his voice. “I know things have been hectic lately, with my new body and all, but I truly do love the girls and everything about them and I wouldn't change that for the world.”

The Princess could only smile at his honesty and sincerity towards the girls.

“We’re glad you think that way Spike.” Princess Celestia said as she, Luna and Cadence moved away from Spike. “I think it’s time you see the girls.”

“What do you mean by that?” Spike asked in confusion.

“Let’s just say you're going to be in for a rather big surprise.” Cadence followed up as she had Flurry in her arms and walked towards the door.

“Indeed you are…” Celestia followed up. “And it’s best you see for yourself.” Celestia said as she grabbed Spikes arm, and joined her niece as the door. Luna followed suit as did Marble, and Maud. Luna opened the door, but not before turning to Limestone

“You can follow us if you want but Limestone, no more trying to harm Spike or you'll have more than one alicorn after you flank.” She warned with her magic sparking from her horn.

“Y-yes your majesty.” Limestone said terrified as she followed after them.

“Good, now come with us.” Luna followed up and it wasn’t long until everyone left the room. Little did they know, that they were being followed by somepony with a long blond mane and tail and cold blue eyes.

-Guest Living Room-

Spike was still walking with the Pie sisters, Celestia, Luna, and Cadence who was still holding a giggling Flurry Heart in her arms as they were on their way to the guest room for Spike’s so called surprise. Seeing as it was going to take some time for them to get there, Spike decided to start up a conversation.

“So Cadence, how have things been with you at the Crystal Empire?” Spike asked the pink alicorn. “I know things must have been busy running the place, especially with the fact you have Flurry Heart.” Hearing her name, Flurry babbled happily causing Spike to chuckle and scratch behind her ear. Flurry cooed and leaned into her adoptive uncles touch making Cadence smile at the cute scene between her daughter and the drake.

“Things have been rather well in the empire Spike, nothing exciting has happened over the years since King Sombra was defeated by us.” Cadence answered.

“Not even when we all got ponynapped by Chrysalis?” Luna remarked, looking back at Cadence.

“I don’t want to be reminded of that again.” Cadence said with a grimace. “It was bad enough being kidnapped by her, but she ruined my wedding.”

“You’re still upset over that?” Spike asked her, and she only gave Spike a dull glare.

“If you were getting married to the love of your life only to be impersonated later, would you get upset?” She asked. Flurry just looked at her mother confused, and Spike only shuddered as Cadence’s glare darkened.

“Okay, sorry I asked.” Spike said as he decided to drop the conversation entirely. Cadence only went back to cuddling Flurry who giggled in response.

‘I wonder what happened to Chrysalis after Mesosoma and her sister Trachea took over as the new Queen and Princess.’ Spike thought to himself. ‘I know she was our enemy but I hope something is done about her soon.’

“Okay everypony, we’re here.” Celestia told everyone snapping Spike out of his thoughts. Celestia opened the door and allowed everyone to enter inside. Spike, ever the gentledrake, allow the mares to enter first before he followed after them. Once he entered the room though, he was surprised.

Twilight, Rarity, Applejack, Rainbow Dash, Pinkie Pie, Fluttershy, Trixie, Crystal Heels (High Heel), Zecora, Coco, Yami(Shadowmane), Tsareena(Mane-iac), and Starlight were in the room, but they weren’t the only ones, not counting the Princesses. Their families were here as well. Twilight Velvet, Night Light, Shining Armor, Igneous Rock, Cloudy Quartz, Dandelion(Trixie’s Mom), Jackpot (Trixie’s Father), Firelight (Starlight’s Father), SunBurst, Stellar Flare (Sunburst’s mother), Granny Smith, Big Mac, Applebloom, Sweetie Belle, Magnum, Cookie Crumbles, Bow Hothoof, Windy Whistles, and Scootaloo were all sitting around the room with the girls. Each one having a rather serious expression on their face. Celestia, Luna, and Cadence while holding Flurry, each took a seat around the room and waited.

“What’s everypony doing here?” Spike asked in confusion. He saw Shining growling at him but was stopped by a trio of glares from Celestia, Luna, and Cadence with Flurry pouting at him so he stopped. Okay, now Spike was worried if it took three alicorns plus a baby to have Shining hold his tongue. “Okay seriously, can somepony just tell me what the hell is going on cause I'm still confused and tired of somepony either trying to kill me physically or with their eyes, so please talk.”

“That’s what we came to talk to you about.” Twilight said as she looked up at Spike with a blush on her face. Each of the mares, other than Pinkie who was just happily listening to music, that Spike slept with all had deep blushes on their faces and nervous glances. Spike was still confused, until Rarity, with a deep breath, walks up to Spike with something in her hand.

“I think this should explain why you were called here darling.” Rarity said, holding out her hand to reveal the mystery item. Spike looked down and was shocked to see in Rarity’s hands, a pregnancy tester, and it showed up positive. Spike only stood there frozen in shock.

“Wait...you’re…” Spike tried to say, but Rarity silenced him.

“Yes Spike, but not just me…” Rarity admitted, while turning towards the rest of the girls. All the girls that Spike mated with got up and went over to him. Maud had to bump Pinkie to get her attention but happily bounced over to the others. One by one, each girl showed Spike their own pregnancy testers and, like Rarity’s, showed positive meaning he impregnated every last girl that was with him in the comic in his primal mating state. Spike didn't know what to think and almost tripped backwards had Celestia not caught him with her magic and set him down on the bed next to her.

“Now you know why I brought you here.” Celestia said as she looked at Spike. “How do you feel my son?”

“Well...shocked to say the least.” Spike said looking at his adoptive mother. “But honestly, I should have seen this coming with all the signs the girls were showing, from the weird food cravings and their random burst of emotions along with their higher than norma-!” Spike had to stop himself from finishing that sentence with the fathers around. Especially from Shining and Big Mac since they looked pretty pissed about this.

“Exactly.” Luna added. “Celestia and I received a letter from the girls and we had them tested here since we had to refrain from this going public.”

“We did however notify all of the girls families to see us immediately so they could hear the news.” Celestia added. “It’s why the girls were gone for about a few days.”

“I can’t believe I didn’t notice sooner.” Spike said in a low tone. “I thought dragons couldn’t get ponies pregnant.”

“You’re a special case Spike.” Celestia said. “Since you were hatched by raw powerful magic, courtesy of Twilight, it changed your DNA so you would not only be able to get ponies pregnant but every other species in the world.”

“Seriously?” Spike asked in shock.

“Yes Spike.” Celestia added. “You’re going to be the father of Equestria’s first pony dragon hybrids.” The door behind everyone suddenly flew open revealing a certain snob of a prince in the doorway.

“ABSOLUTELY DISGUSTING!!!” Blueblood shouted from the doorway of the room they were in. “I REFUSE TO BELIEVE THAT THIS OVERGROWN LIZARD HAS OFFSPRING FROM A BUNCH OF TRAMP MARES!! IT’S BAD ENOUGH YOU ADOPTED HIM AS YOUR SON AUNTIE, BUT KNOWING HE HAS HYBRID FREAKS IS ANOTHER!!”

At that statement, something inside Spike snapped and he felt nothing but rage and anger. How dare this pompous prick insult his mares and unborn children like they where abominations?! I think it's time to show this bastard what happens when you insult a Dragon's family.

“BLUEBLOOD!! How dare you say such hurtful words!!” Celestia shouted in fury with her mane slightly turning into fire.

“Thow should choose thy next words carefully nephew, otherwise we may not be able to save you for what comes next.” Luna said more calmly but with her eyes turning into slits for a second.

“If anypony here had any sense about this, they would understand that the public wouldn’t be too keen on seeing them here.” Blueblood added. “And have you forgotten what that one,” Blueblood added, pointing directly at Rarity. “Did to me at the gala?”

“You caused that yourself... jerk!” Spike said stepping up.

“Especially since you shoved me in front of a cake to begin with.” Rarity added.

“Like I’m listening to anyone who is in no way related to the royal bloodline.” Blueblood said dismissively. “Especially if it’s from your mouth you little cheap tramp.”

‘That’s it he’s so dead.’ Spike thought curling his right fist.

“That’s our daughter you’re insulting you bastard!” Magnum said walking forward with a curled fist, only to be held back by his wife Cookie Crumbles.

“Hey, Blueballs!”

“WHO SAI-!!”

POW!!

CRASH!!!

He didn't get to finish cause when he turned around. Blueblood got a killer uppercut that was so strong, it rocketed him into the ceiling with only his feet being visible. Spike put his hands in his pockets and snorted in amusement while everyone else just looked gobb smacked at what had happened. They were all broken out of their shock when Flurry Heart started to giggle cutely.

“Dum-dum in trouble!”

“Oh Flurry,” Velvet teased, tickling her granddaughter’s tummy. “He’s in trouble alright.”

As she said that, Blueblood started to fall from the ceiling but was caught by Spike’s tail before he hit the ground. Just from one punch, he lost at least three of his teeth and already had a bloody snout and a black right eye. Spike lifted the bruised and slightly bloody prince to his eye level and spoke to him.

“There are certain things I’ll put up with Blueblood.” Spike growled as his eyes glared into his. “You insulting me I’ll put up with, you attacking my friends or my foals I won’t put up with, so I suggest keeping your thoughts to yourself…”

“Now, are you gonna apologize to my girls or are you gonna need some more convincing?” Spike growled, breathing smoke in the arrogant prince’s face. “Please pick the last one cause I really wanna try out my fire on something living for a change.” To get his point across, Spike breathed a concentrated stream of fire across the side of Blueblood making the prince jump in pain from having the side of his face burned.

As he said this Twilight, Rarity and Pinkie were cheering him on from the sidelines with Pinkie being the most enthusiastic as she suddenly disappeared and showed up wearing a cheerleading outfit and shaking pom-poms. Shining whooped as well seeing Blueblood get wrecked so easily and Big Mac nodding in approval with a wide smile.

‘Arrogant jerk has to learn that his actions have consequences somehow.’ Twilight thought to herself as she looked at Blueblood pitiful state.

“Fuck…. You. You...iguana...bastard….” Was the idiot prince’s smart reply.

“Wrong answer…” Spike growled. What happened next, was Spike turning Blueblood over. “Time to plant a dumbass tree!” Spike added as he slammed Blueblood’s face into the floor and only his legs and tail were seen.

At that moment Rainbow, Shining, Pinkie, Yami, the CMC, and even Big Mac lost their shit and started busting their guts laughing at the state Blueblood was in.

“Honestly Blueblood,” Celestia began. “If you’d only learn that if you anger a dragon that things like this happen…”

“His fault…” Spike added walking back to everyone.

“Now I see why they hate him…” Starlight added turning towards Sunburst.

“That was a nice show actually.” Nightlight said, getting up from his seat. “Plus I think that was proof enough for me.”

“Proof? Proof of what?” Spike asked confused.

“I mean the way you showed that bastard a thing or two when it came down to your foals.” Magnum added. “And they’re not even born yet.”

“That got to me to be honest.” Spike added. “I normally let what he says wash over me, but when that happened, I just snapped.”

“Y’all known all of us for quite awhile Spike.” Big Mac said walking up to Spike. “Plus I’ve known that y’all won’t take advantage of any of our family members.

“Not much to go on when you’re a father kid, but that only shows you care about family.” Jackpot added with an enthusiastic tone.

“Especially when it comes to all of us.” Rarity added as she and her friends all walked over to Spike and hugged him. Spike welcomed the group hug and he was already thinking one thing;

‘How am I such a lucky bastard?’ The sounds of sniffling soon got everyone’s attention and they all turned to Velvet and Cupcake.

“Why are you crying?” Twilight asked.

“Their tears of joy….” Velvet replied.

“We’re not only happy for all of you, but I’m just so excited for when the wedding happens.” Cupcake said wiping her eyes.

“She's right, we have a lot to do and plan for the big day.” Carrot Cake said handing his wife a tissue.

“When is my wedding actually?” Spike asked turning towards

“Four days from now.” Princess Celestia added. “We’ll make sure the preparations are set up properly.”

“And we already know who isn’t going to be allowed to attend...” Luna added, looking down at the unconscious Blueblood.

“Good…” Spike said with a snort.

“Don’t worry about him darling, he won't be anywhere near us or the wedding.” Rarity reassured while giving him a peck on the cheek.

“Speaking of which, I think now would be a good time for us to go start planning everything,” Celestia said with her, Luna, and Cadence standing up. “I’ll also be taking Blueblood to the infirmary and reminding him he is not to come near any of you at all. But if he does, do with him as you please.” With that said Celestia grabbed Blueblood with her magic while Luna used her magic to fix the damaged parts of the room. Once done, the princesses and the others left the room except for Spike and his mates but Luna and Celestia turned to address them.

“Spike, you are to stay here for now with your mates.” Celestia said.

“Why?” Spike asked not noticing the girls predatory smirks behind him.

“Thou mates wish to give thy an early wedding present.” Luna said with a smirk as her and be sister’s horns glow, activating the soundproof spell, and immediately closing the door.

“Early present?” Spike asked in confusion. He turned around to ask the girls what Celestia meant, but they were gone.

“Where’d they go?” As Spike said that, he felt something grab him by the ankle. He looked down to see a green tendril on the floor wrapping around his leg. “Oh crap.”

He suddenly felt his leg being pulled backwards and he fell on the floor. His claws dug into the floor but it wasn’t much use when he got pulled into another room behind him. He suddenly found himself lifted in the air and was thrown onto a bed. Landing on the bed with a loud ‘oof’, he heard a light giggle coming from in front of him.

“Sorry about that stud…” A female voice called out from the shadows.

“Who's there?” He was answered when Tsareena stepped out of the shadows with extra sway in her hips and a sultry smile on her muzzle.

“Tsareena?” Spike asked. “Why did you try to give me a heart attack back there?”

“Sorry, but how else were we going to surprise you with our present?” She added, fully stepping from out the back wearing a see through nightgown. Spike’s face immediately flushed red from seeing Tsareena’s curvaceous body in such a skimpy nighty. Spike wanted to say something, but he was a little tongue tied at the moment.Tsareena only giggles at his reaction

“Before you say anything, I’m not the only one.” She added. Her response snapped Spike out of his shock for a minute. Before he could ask, the sounds of clothing falling on the floor gets his attention. It wasn’t long before Twilight, Rarity, Pinkie, Starlight, Trixie, Fluttershy, Applejack, Rainbow Dash, Yamimane, and Crystal Heel, all in skimpy lingerie, appeared. Spike immediately bled from his nose and tried to cover his nose to keep more of his blood from gushing out.

“You were right Rarity, he did like them.” Tsareena responded.

“Oh, that’s what she meant by early wedding present.” Spike said finally trying to keep from embarrassing himself. Twilight was the first to walk up towards him and kneel on the bed.

“Call it our way of thanking you for standing up for us after Blueblood’s rant.” Twilight added.

“And by the look on your face, you want to have some fun...” Pinkie followed up pointing towards Spike’s twin bulges in his pants.

“Hehe… guess I can’t help if you girls look this sexy…” Spike followed up with his face getting redder.

“There is nothing to be modest for young drake,” Zecora said while looking at his crotch. “But why don't you be a man and release those snakes?”

Spike only nodded in response and the girls pounced on their man. If the room wasn't soundproof you could moans, screams, and roars of pleasure all throughout the night.

-Wedding and Future Plans-

“Spike?” Celestia asked as she walked into the room where Spike was in. It’s been two weeks since the wedding plans began and the today was the big day. The wedding was suppose to begin in three hours and the girls were in another room getting their wedding dresses on.

Celestia thought back to Luna and Cadence as they were getting ready for the guests to arrive to the castle. This was the second wedding in Canterlot and since the changelings were now peaceful, they didn’t have to worry about an invasion again. Speaking of them, guest of the groom Spike, Mesosoma, Pharynx and Ember paid a visit themselves to see how things would go down.

Celestia couldn’t help but think about how good this wedding will be for Equestria. A diplomatic wedding between races would be good for them to further relations between nations. Celestia walked further into the room to find Spike standing in front of the mirror and was very nervous. He was wearing a purple tuxedo with a green necktie. He was very nervous as his sweat started to show up as his face and parts of his tuxedo were soaked in sweat. Celestia could see the nervousness was really getting to him.

“Spike, are you alright?” Celestia asked again, walking behind him. Spike flinched when he saw Celestia’s reflection in the mirror with a worried look on her face.

“M-mom…” Spike stuttered as he turned around and tried to correct himself. “I-I’m fine, never felt better in my life.”

“Really?” Celestia said bluntly with a raised brow. “Because it looks like you can’t contain your anxiety.”

As Spike tried to say he was fine again, his stomach started to act up and he rushes to the bathroom to puke in the toilet. Celestia rolled her eyes, knowing this was going to happen and went over to comfort her son by patting his back as he finished his vomiting.

“Now how do you feel you silly drake?” Celestia asked in mild amusement

“Honestly, I'm a nervous wreck right now mom.” Spike said wiping his brow of sweat. “I’ve never thought that I would marry all of my friends and former villains from another world.”

“Believe me,” Celestia said in her motherly tone while placing a hand on his shoulder. “This was as much of a surprise to me as it was to the rest of us. Or is it something else you’re worried about?”

Spike immediately flinched at that response since some if not most noble in Canterlot looked down at the thought of a dragon mating with a pony. He remembered some death threats that he got when the wedding was announced but Shining, Big Mac, as well as the girls families, helped put some of them to rest. He stayed silent for awhile, but he soon took a deep breath and spoke.

I’m worried about what’s going to happen when my foals are born.” Spike began as he slumped on the bed. “I know a lot of the canterlot elite won’t find this marriage acceptable, but what about the rest of Equestria?” He added, looking back at Celestia with a worried look in his eyes. Celestia could sense the worry in his eyes, and he did have a point. Not many of the Canterlot elite will take a liking of a dragon mating with ponies as most of them only think of dragons as greedy, savage, and animalistic brutes. Celestia only sat next to Spike with a content smile.

“You know that our families won’t let anything happen to your foals right?” Celestia began, sitting next to her son. “We will make sure no harm will come before you, your foals, or your wives my dear son, and that's a promise I can bet my immortal life on.” Celestia said with a smile as she hugged her son. Spike blushed a little from being trapped in his mother’s bosom, but he knew that deep down she was right. The princesses would do everything in their power to protect his foals and that made him feel warm inside.

“Thanks... mom…” Skipe said as he hugged her back.

“Well if you’re done having your panic attack,” Celestia added as she stopped hugging Spike and noticed that his tuxedo was still covered in sweat. “I think we should get you cleaned up and ready for the wedding.” Celestia added and Spike noticed on how his sweat ruined his tuxedo.

“Hehe...whoops…” He said while rubbing the back of his head. He suddenly felt himself wrapped in a golden aura shaking him from his thoughts. He looked up to see Celestia’s horn glowing and he felt himself refreshed and ready to go. “Thanks, mom I needed that as well as the pep talk.”

“It's no problem at all Spike, now there is just one more thing,” Celestia said and before Spike could ask what it was she pulled him into a tight hug with his face in between her heavenly bosom. “Make me proud my little drake and make those girls happy, alright?”

Spike’s face burned bright red and he started flailing around in his mother’s bosom but soon relented and accepted it as he hugged her. This was something he’s gonna be getting from his wives for years to come so he should just get used to it. Besides, it's not like its a bad thing because he knew most males would kill to be in the position he's in at the moment.

-Royal Courtyard-

Several ponies were within the Royal Courtyard awaiting the big day that was going to happen today. Most of were Spike’s friends and loved one’s who visited him when they heard about the news of his marriage, the rest were a few nobles and delegates from with Canterlot and some from the foreign countries that Spike knew of. Cadence and Luna were standing in the middle of the courtyard taking a list of the guests that arrived at the courtyard.

“I think that’s almost everypony that showed up.” Cadence began as she looked at the guest list a couple more times.

“Indeed.” Luna added looking over the items on the guest table. “I’ve never seen this many ponies since your wedding.”

“Well we never had this many races arriving here.” Cadence added looking over to where the seats were. The Hippogryphs, the newly reformed changelings, the sea ponies, the buffaloes, yaks, the Griffins, and dragons of the dragonlands arrived to see the wedding that was going to start soon.

“We have the girls and Spike to thank for this.” Luna added as she wrapped her arms under her heavenly bosom. “With all the new friends they made with the different kingdoms it makes sense that so many different species would show up for this event.”

“I couldn’t agree more.” A voice said from behind the two mares. They turned around to see Mesosoma, Trachea, and Dragonlord Ember standing behind the two. Mesosoma was dressed in an afternoon ball gown of blue and green, but her sister Trachea was in battle armor as was Ember.

“Dragon Lord Ember. Queen Mesosoma. Princess Trachea. Welcome to our next royal wedding.”

“Who is getting married?” Princess Trachea asked with curiosity.

Princess Luna only smiled. “Why, my nephew Spike of course.”

It took all they had to not laugh at the expressions that were upon their faces.

“We’re telling the truth…” Cadence said with an unamused glare.

“But how is the runt getting hitched?!” Ember said in exasperation.

“It’s a rather interesting story, and one we would be happy to tell.” Luna said with a grin. “It’s also kind of silly on how it happened.”

“Please do.” Queen Mesosoma said in an enthusiastic voice. “I think it would be nice to see on how Spike is getting married today.

“I still find it highly unlikely.” Princess Trachea said in a dull voice. “I’ve seen his size, so I find it more out of pity than actual love.”

“Trachea!” Mesosoma scolded her sister.

“I’m just being realistic here.”

“You might regret that later Trachea…” Cadence followed up.

“I happen to agree…” Luna followed up. “Spike has happened to mature to a degree, and I find that none of you will be laughing when you see him.

“I would love to see…”

Meanwhile, Two female griffons arrived at the Palace Courtyard. One was wearing a bright blue dress with a cut at the seam revealing her legs. The other was wearing the same dress but in a light white color.

“I hate wearing dresses.” The one in the blue dress growled.

“You think you’re the only one Gilda?” The other one retorted. “I don’t like this anymore than you do, but we are here for your friend Rainbow Dash, so deal with it!!”

Gilda growled in frustration. “Alright Greta!! But as soon as this is over, I’m burning this dress!!”

Greta rolled her eyes. “Alright. Anyways, do you know who Rainbow is marrying?”

Gilda shook her head and huffed. “No. All the invitation said was that she was getting married and that it was happening here today.”

“So, how is Rainbow doing?” Greta asked.

Gilda shrugged her shoulders. “Don’t know. Haven’t heard from her or the other girls in a while.”

“Oh.” Greta said. Looking around the courtyard, she saw a punch bowl on a table.

“You wanna get some drinks?” She said to Gilda.

Gilda shrugged and said, “Sure.”

After they got some punch, their attention was caught by a dragoness in armor. The dragoness was a light blue, with lighter blue scales on her belly. Two large white horns appeared on both sides of her head, and she was in golden armor that she wore during the Gauntlet of Fire. She was talking with four other mares two of which Gilda and Greta were familiar with.

“Who is that Greta?” Gilda asked.

Greta shook her head. “Why are you asking me? I don't know hardly anything about dragons. Why don’t we just go up to her and ask her?”

“Alright. Let’s go.” Gilda said. She grabbed Greta by the arm and started marching over to the group, dragging Greta along.

“Come on Gilda!!” Greta groaned. “No need to drag me.”

Gilda groaned. “Alright. Don’t get your tail in a knot.” She let go of Greta, and they continued heading over to the group. As they neared the group, two of the five were laughing at something. As Luna was about to say something, Gilda and Greta showed up behind the group. Turning to see who else had arrived, Princess Luna smiled.

“Hello Gilda and Greta. I am so glad you could make it to the wedding.”

“Hello your majesties.” Gilda and Greta said, bowing their heads in respect.

“I never thought I would see you both in dresses.” Cadence followed up with a sly grin.

“If it wasn’t for the fact that my friend is getting married, I wouldn’t be wearing one at all.” Gilda said in frustration.

“You mean Rainbow Dash?” Luna asked.

Gilda nodded. “The same. Also, who is she marrying? It didn’t say on the invitation.”

“My nephew Spike,” said Luna with a smile. The two griffons looked at her for a few seconds, and then at each other before they started snickering. The snickering soon turned into full blown laughter, with the griffons laughing so hard tears were forming.

“What is so funny?” Cadence asked the griffons in a rather dark tone. The griffons laughing died down, and they wiped their eyes before Gilda replied.

“I’ve seen how tall he is, and imagining him getting married is ridiculous.”

“Yeah. From what Gilda told me about him, him getting married is pretty funny.” Greta followed up. Trachea and Ember followed up with a little laughter followed up, but a looming shadow behind the group make the laughter stop.

“I would suggest choosing your next comment carefully when it comes to my son girls,” Said a voice from behind the group making everyone freeze in place. Luna and Cadence only smiled as they knew who it was, and everyone turned to see a rather pissed off Celestia behind them in her regal gown. “Or you may end up saying something that you might regret.”

“P-Princess Celestia!” Queen Mesosoma said in shock. She immediately bowed her head in respect. Gilda, Greta, Trachea, and Ember immediately started to freak out and apologize to Celestia, who was glaring at them with a smirk.

“Hello Sister.” Luna greeted.

“Hi Auntie.” Cadence followed up.

“Luna. Cadence.” Celestia gave a friendly hello to her sister and niece and soon looked back at the group. “Now what was you’re little conversation about my Spike earlier?”

Trachea was the first to speak. “I doubt that Spike is getting married. He doesn't seem like he could protect anyone, much less a wife. A husband should be able to protect their wife.”

Ember said, “I doubt it as well. I’ll admit, I do owe him for helping me at the gauntlet of fire, but doesn’t he seem pretty young?” She crossed her arms after saying what she wanted to say.

Finally, Gilda and Greta spoke up. “Plus, I think if anyone heard about who the wedding was for, they’d probably laugh at him.” Said Gilda, Greta agreeing with her. “Kinda like we did.”

“I understand your fears girls, but when you see Spike, your fears and doubts will be put to rest.” Celestia said. With that, she stepped aside, revealing Spike behind her. The girls regret the comments they made earlier as well as their laughing fit since Spike was much different compared to how he was previously.

Everyone was just wide eyed since he was much taller and buffer than before. He didn’t have too much muscle but was lean and tall enough to beat Ember in height. Other than Celestia, Luna and Cadence, everyone was just frozen still. Gilda and Greta also drop their punch cups in shock on the floor.

“Sp-spike?” Mesosoma said in shock. “Wh-what happened to you?”

Spike shrugged. “Growth spurt. Happened several days ago.” Spike then turned to the rest of the girls and his cheeks turned slightly pink. “Um… I think it would be best if you girls didn’t stare much.” Spike said as he rubbed the back of his head in embarrassment, leaving the rest of the girls alone.

“Well, what do you girls think of him now?” Celestia added with a delighted smirk on her face.

“He...he…” Mesosoma wasn’t sure what to say as her face was just bright red from seeing how good he looked.

“He’s...he’s not that hot.” Gilda said, trying to hide her blush, with Greta doing the same.

“Y..yeah.” Ember managed to say, trying not to squeal in delight at the sight of a sexy Spike. Trachea just stared at Spike, just nodding her head at what the others had said.

“I think your bodies are saying otherwise.” Cadence said with a grin. The girls looked behind them, and blushed heavily. They were so shocked from how amazing Spike looked that they didn’t realize that their wings spread out just from seeing him.

“Try to deny it, but I think it’s safe to say that you enjoy how my son looks right now.” Celestia added, and the five mares just turned away from the alicorn with blushing faces.

“Sister.” Luna said placing a hand on Celestia’s shoulder. “I think it’s time for the announcement to begin.”

“Oh, right.” Celestia began as she walked up to the podium with Spike standing next to it. Luna and Cadence followed after her, leaving five rather jealous ladies behind. If their friends were marrying him, then they must be really lucky. Soon as Celestia stepped up to the podium, the mic turned on and everyone stopped talking.

“Everypony, take your seats.” She spoke, getting everyone’s attention. “We are gathered here today for the wedding of the six ponies of Friendship, as with a few others joining them in this marriage.”

“The wedding is not just for them.” Luna added, joining her sister. “It is also for Ambassador Spike the dragon.”

Upon his name being mentioned, Spike walked out. As he made his way up the aisle to the altar, he couldn’t help but notice the various reactions in the crowd. Several ponies had shocked or surprised looks on their faces. Several mares were blushing, and some were even drooling. To his discomfort, there were even one or two stallions blushing or drooling. Shaking his head, he arrived at the altar.

“You’re all surprised I'm sure, but my son, gained a rather interesting growth spurt so he’s now a strong male for his thirteen mates.” Celestia added with a grin, making Spike feel embarrassed.

‘Yeah, make it more awkward for me then it already is.’ Spike said in his head. After Celestia had finished her comment, Cadence signaled the music to begin for the brides to arrive.

The sounds of the music played and the doors behind everyone opened to reveal the brides to Spike. Twilight, Starlight, Applejack, Trixie, Rarity, Rainbow Dash, Pinkie Pie, Fluttershy, Tsareena, Crystal Heels, Yamimane, Coco and Zecora were all in beautiful bridal gowns as the walked down the aisle. Spike couldn't help but blush at how amazing they all looked.

Everyone who saw them, were either mesmerized or jealous the longer they stared. The brides stopped at the podium and Celestia set up her speech with the matrimony and when vows were said, the girls and Spike were officially married.

After Spike and his wives had finished with their kissing, they turned to the audience, who was standing to their hooves and clapping for the new couples. Tsareena, using her mane to hold the bouquet, threw it into the crowd. Several mares lunged for the bouquet, but it was grabbed by a photographer.

The photographer was a pale blue unicorn mare with a snow white mane and tail, wearing a lovely green ball gown. She held the bouquet close to her chest as she looked at Spike and his wives with joy in her baby blue eyes.

“Smile for the camera everypony.” The camera mare said as she held it up to get everyone aligned. As the newlyweds got ready for the photos, the photographer joined the camera mare. She levitated her own camera in front of her, ready to take photos. Once they were ready, they took their photos. The camera mare got several good shots of the newlyweds, while the photographer took only one photo before stopping.

Cadence arched her eyebrow at that. That’s not normal wedding photographer behavior. She handed Flurry Heart to Shining Armor, and said that she would be back after a while. She had to do something.

Shining said, “Is something wrong Cadence?” Cadence shook her head.

“No. Not at all honey. I just need to do something.”

He shrugged his shoulders, and said, “Alright. I won’t stop you.”

With a kiss to the lips she went into the crowd, following a certain photographer who was leaving. Spike couldn’t stop grinning as he and his wives left the courtyard. He was officially married to the loves of his life!! He looked forward to the future with them.

As they got on a train heading to Ponyville, they looked out the windows and waved to the crowd as they left. The train ride home was spent in silence. Spike and the girls had a train car to themselves, and they snuggled together, enjoying the peace and quiet while it lasted.

When they arrived in Ponyville, a crowd was there to welcome them. As they got off the train, they were congratulated by several ponies. They made their way back to Twilight’s castle, which was their new home.

As the newlyweds left the courtyard, the photographer who had caught the bouquet walked off. She went into an alleyway and sighed, looking at the bouquet and photo in her hand. Any passersby at that moment would have noticed that the mare’s blue eyes had turned a deep green.

“Oh Spike.” Chrysalis said lovingly. “I love you so much!!” A sad look appeared on her face. “I just wish I had the courage and strength to tell you. But you would never want me. Not after what I’ve done to you and everypony else.”

She took the photo, and kissed it. “I will always love you, Spike.”

Cadence, who had followed the mare from the wedding, was surprised.

‘What the buck?!!’ She thought . ‘Chrysalis is in love with…..Spike??!!’

Author's Note

Well, here's the final chapter everyone. Credit to the fellow writers for assisting me with the special story. Thorax and Pharynx are genderbent in this story btw, so yeah that's why they're names are like this. I hope the few hints I left in the story will let you know what mares will be in the sequel. This is Blitz signing off. Catch you till then.

Interlude: Definintely Not According to Plan

Author's Note

Hey everyone. I'm keeping my promise about my sequel to the bonus story and I decided to put this here after it was out for about a year. I figured I make this special chapter with Chrysalis and I needed a reason for why she would want Spike and thanks to a certain animation that belongs to Hooves-art, I now had that idea. Credit goes to phoenixcolt 45, Israel Yabuki, Puzzlemaster98, and wolfmane93 for helping me with this. I do hope you enjoy this chapter and I hope to get my sequel out by the start of Summer Vacation.

Interlude: Definintely Not According to Plan

-Present-

“Oh Spike.” Chrysalis sighed lovingly. “I love you so much!!” A sad look appeared on her face. “I just wish I had the courage and strength to tell you. But you would never want me. Not after what I’ve done to you and everypony else. If only there was a way to earn your trust and become a part of your love life.”

She took the photo, and kissed it. “I will always love you, Spike.”

Cadence, who had followed the mare from the wedding, was surprised.

‘What the buck?!!’ She thought. ‘Chrysalis is in love with…..Spike??!! Just how many mares is Spike gonna attract? At this rate, even I might end up falling for him, despite my marriage.’ She watched as Chrysalis undid her disguise, revealing her true self, and began to walk further into the alleyway.

“Thank goodness no one noticed me,” Chrysalis muttered, before she let out a little shiver of fear. “Especially Princess Cadance. I really don’t want to have to deal with her,” She continued, not realising that said princess had become a bit more sharp-eyed after her wedding and had noticed her odd behavior.

She then heard hoofsteps quickly approaching her from behind, and began to turn around to see who it was, flaring her magic as she did so. But before she could finish the memory wipe spell, she was tackled to the ground by Cadance, who used her magic to wrap her body in a magical rope.

“You’ve got a lot of nerve coming here you damn bug bitch!” Cadance growled as she used her magic to slam Chrysalis into a wall. The sudden slam knocked the wind out of the changeling rogue and she felt the sudden rush of pain throughout her body. Cadance then walked over to Chrysalis glaring daggers at her that would make anyone piss their pants. “What are you doing here in Canterlot? If you're here to cause trouble with anypony here, then you've got another thing coming!”

“Wait, hold on for a second and listen, it’s not what you think-!” Chrysalis tried to defend, only for Cadance to squeeze on the binding that held her.

“Given your track record of the misdeeds you did and losing your own damned hive from your selfishness, how am I supposed to trust you? Give me one good reason why!” Cadance asked as she looked Chrysalis dead in her eyes. “I have a lot to be pissed off about whenever I see you face or even think about you!”

“Use a damned truth spell on me if it’ll make you feel better as long as you don't kill me,” Chrysalis growled in annoyance, though she understood why Cadance was so pissed. Given all that she’s done, it’s no surprise that anyone wouldn’t really be in a listening mood unless she were in chains.

“Fine, but if you try anything funny, then it's off to the dungeon for you,” Cadance growled as she loosened the bonds, but still kept her trapped in the ropes. She soon used her horn and it was surrounded in a bright blue aura. Chrysalis soon felt the aura around her and it was surrounding her as Cadance soon stood up from her. “Now start talking, what the hell made you think it was okay for to invite yourself here at Spike’s wedding?”

“It’s a long story and a rather embarrassing one, I might add,” Chrysalis said while blushing and turning away from Cadance, who looked at her in suspicion and confusion.

“What do you mean embarrassing?”

“I’d met Spike two weeks ago and it involved a plan of mine backfiring,” She said. “And let’s just say it backfired so much, it left me unconscious and couldn’t feel my legs for about a week after that.”

“Backfiring?” Cadance asked, and she knew that she was going to be in for a long story from the former queen. “And what do you mean by unconscious?”

“Let’s just say that I felt Spike’s fury when he goes crazy. Dragons are certainly a unique species when it comes to their strength and endurance, but their ferocity is out of this world. I barely survived the full extent of his wrath.”

-Two Weeks ago, before the wedding, Everfree Forest-

“Still nothing, dammit!” Chrysalis shouted as she paced back and forth in what was considered her new home in the Everfree. The 8 foot tall former changeling queen made her way towards a mirror she had taken from the old castle in the Everfree. She looked at herself, admiring her sexy curvaceous body. Her black skin glistened in the sunlight, her long, dark green hair nearly went down to her JJ-cup breasts that were topped with light green nipples, and her large rear that complimented her curvy birthing hips.

Her bright green eyes narrowed in frustration, before she turned away from the mirror angrily, her fists clenched. “It’s been six months, and I still haven’t come up with a decent revenge scheme to get back at that wretched Starlight and her friends!!” She growled as the memories of her defeat by Starlight and those ponies filled her mind. She charged up a beam of green magic at the tip of her horn, before firing it at her “Magic tree,” which was an oak tree with Starlights picture she used to vent her frustrations searing the photo with yet another black scorch mark.

“I need to come up with something,” She said to herself as she walked back to her small camp that was a large willow with a small burrow underneath. Letting out a sigh she moved the vines out of the way that hid the entrance to her camp and sat down in a wooden chair she had made, contemplating what her next move should be.

“So far, nothing I’ve come up with can do anything to help get my revenge seeing as my last plan didn’t work. And it’s been six months since I’ve been out here,” She said to herself, still trying to come up with a plan to get revenge against Twilight and her friends. “I need to find something that keeps them together. If I find it, I will be able to easily crush them!”

Chrysalis then tried to brainstorm as she thought of several plans that would try and defeat the Elements of Harmony, but so far nothing came to fruition due to the fact that she was currently all alone and each plan ended in failure. She soon let out a groan of frustration and slumped onto her small bed, cupping her face as she did so.

“Damn it, it’s no use,” She groaned, dragging her hands over her face. “So far no matter what I come up with there’s nothing that will take them apart. It would take a horde of rampaging dragons to take them down and-!!!” Chrysalis suddenly paused as she thought back to what she just said. She then remembered Spike the dragon and how he hung out with the girls a lot. She then rushed over to a botany book that she kept and looked inside to find a flower that would help with her plans.

“Hmm, I wonder if I can get that dragon away from them, and use him to my advantage,” She said to herself with a devilish smile as she began to formulate a plan that would truly be the perfect way to destroy the Element, all she had to do was get a certain dragon away from them long enough for it to work.

-Twilight’s Castle/Three Days Later-

A familiar dragon was doing his morning chores, and was trying to get accustomed to his new and muscular physique. It’s already been a few days since he and the girls left the comic world and with a few new faces no less wanting to turn over a new leaf since they seem to like the hulking dragon.

As he passed by a mirror he paused, and examined himself. It’s only been a week since he and the girls left the comic world and Spike was still getting used to his new body. He stood at 7 foot 3, and was very well muscled. He no longer had the pot belly he once had, and although he ate a lot, his physique didn’t change. ‘Maybe I’ll match up with Big Mac one day,’ He thought as he flexed an arm, marveling at the amount of muscle he now had.

“If you got time to flex those muscles of yours, then maybe you can help me with these stacks of books in the room,” A female voice called out, making Spike flinch and turn towards the doorway to see a familiar alicorn mare, the element of Magic herself, Twilight Sparkle.

“Oh, hey Twilight,” Spike said in a nervous tone as he looked at the beautiful mare who was currently dressed in a lavender robe. Twilight looked like she had just woken up as she felt like she didn’t care about how she looked in front of Spike after he took her virginity and fucked her silly a week ago. Her robe looked as if it had shrunk since it was barely holding onto her body. The lower part was showing off more and more of her ass and birthing hips as she had her wings fluttering behind her. Spike still admired her HH-cup breasts that were barely being held by her robe and he could clearly see her nipples sticking out, she looked like she enjoyed the attention from him. He felt his face heat up a bit as Twilight sauntered over to him and gave him a surprise kiss on the lips. Well he wasn’t really surprised by it seeing as this was something that he was growing used to. He kept up with the kiss for a few more minutes until he and Twilight broke it and a string of saliva was bridged between them.

“Why the surprise kiss Twilight?” He asked.

“I just wanted to because I felt like it,” She said with a smile as she pressed her body against his broad chest. “Anyways, you mind helping me take these to the library in the next room if you’re done sweeping?”

“Oh, sure,” He said as he walked over to the stack of books and picked them up with little effort. He and Twilight then left the current room and walked over to the library. Twilight then decided to tease him a little bit by giving her hips a nice sway as they walked, making sure that Spike was watching her nice and round purple ass and brushing her tail against him. Spike could tell that she was doing this on purpose as she wasn’t even wearing any panties underneath giving him a good view of her marehood. Spike felt his dicks getting stiff between his legs but he just had to endure until he and Twilight got to the library.

Ever since his sexual misadventure with the girls he’d been getting used to their antics more and more. Twilight had been more outgoing when it came to work around the castle, even going as far as to walk around naked whenever they were alone. She seemed to find their intimacy as a way of relieving stress and she wanted to experiment with new positions when it came to dragons. At least when it came to sex, she wasn’t boring with it, especially after she ordered a series of books regarding towards different positions and techniques.

Starlight would sometimes join in when she found them like that and Spike got to have threesomes with both girls just to keep them sated, not that he was complaining. She even had creative ways with a certain spell when it came to sex allowing two versions of herself to take his twin spires. Like Twilight, she wanted to be creative and tried to not let their intimacy get boring whenever he was at the castle.

For Applejack, since Spike’s new transformation he would help her on the farm from time to time as he no longer needed to use a stepping stool to try and get to wherever he was going on the farm. Then there was the sex whenever it was the two of them, she wasn’t the one who wanted to go soft when it comes to sex, she liked it rough. She enjoyed how Spike was rough with her from Start to finish even admitting to him that she had a fantasy of a forceful husband taking her whenever he wanted. One thing Spike knew was that she was good with rope, very good with a rope. Spike would find her having tied herself up in rope bondage and coax him to have a little fun, even riding him from time to time, but Spike wanted to avoid her brother since he caught them in a precarious situation just yesterday and he didn’t want to go through with that again. He was lucky that Applejack stepped in and saved his ass from being beaten to a pulp.

Rarity being the classy lady she was, only showed her true self when behind closed doors, whenever they were alone she always wanted Spike to pound her silly, but also make love to her at times. Spike never knew how much of an animal Rarity was in bed, and he’s lucky that he had the endurance to keep up with her and her needs.

Coco would want to join in on the fun whenever she visited and more of her wild side would reveal it when she was with Rarity and Spike after he had some fun with her in the shower. Spike thought that she may have the makings of a model one day since he saw her in different lingerie and how much she posed for him. She was just as sexy as she was cute.

As for Pinkie Pie whenever they had free time she was usually very creative after she was done for the day making everypony smile. And the second he entered her room she would pull him inside, throw him on the bed and strap him down while using her special chest of sex toys. He didn’t mind most of it but was adamant that the party mare not use strap ons. But he definitely liked it when she used her edible toys. They then would go almost all night and by the time they were done Spike was worn out leaving Pinkie swollen with several loads of his cum on her insistence.

Trixie was an interesting case, after the incident she parked her trailer next to the castle so she could be with Spike and Starlight. She was even getting closer with Twilight and the girls and it almost felt like she was part of the group. But when they were alone the magician would do special performances for him that sometimes made his dicks disappear and somehow fuck the unicorn. And the craziest part was that he was able to feel it without any pain; he was still freaked out by that one. And sometimes she would make sex toys appear and disappear inside of her, while using her hat magically connected to a couple of fleshlights that Spike would use anytime he wanted.

Rainbow Dash would tease Spike every chance she got, even in front of other ponies when it came to it. She would go as far as to rub her rather large breasts onto him or even show him her black laced thong whenever she ‘fell’ on him during flight practice. Spike would of course get back at her when it came to a roll in the hay as she would ride him like a bull. She just wasn’t used to the slow and steady pace since she’s used to going fast.

Then there was Zecora, the exotic zebra shaman was never one to disappoint when it came to her sexual fantasies. Lately she had been getting into roleplay, with her being a Zebrican Warrior that has come to “slay” a beast terrorizing her village, with him being the beast. They would have passionate sex, or him being painted in black stripes and being her dominant dragon breeder, with her oftentimes being completely covered in cum. The potions she makes for him would help when it came to their roleplay.

Then there were the three former villainesses from the Power Pony World. Tsareena, Crystal Heels and Yamimane. Ever since they left the comic world with the girls and into the real world, they were slowly getting used to their new surroundings and getting situated with their new home. Yamimane was acting as more of a bodyguard to Twilight, while Tsareena and Crystal Heels were working with Rarity at her boutique. But their sexual misadventures with Spike were another story.

Tsareena would enjoy teasing Spike with her mane as she would ride him for most of the night. Spike would get back at her later though when he tied her up with her own mane and gave her ass a good pounding. For Crystal Heels she liked to surprise Spike when she’s in the shower with a surprise flash and later having him fuck her while inside the shower. Last was Yamimane when she was training her body. She would have Spike spar with her for a bit that would lead her to having her top ripped off out of nowhere. He would apologize, but she would later jump on him and ride him like crazy or join Twilight and Starlight when they have their fun with them.

The last of all of his mates was Fluttershy. Out of everyone else, she was the most sexually frustrated and outgoing when it came to having Spike fuck her. He remembered that one time when he found her alone and not with her animals at the time, and she was a mess wanting Spike to take her. She rode him like a bull and he enjoyed milking her tits to ease her of the pressure that was sloshing in them. Spike actually would feel sore when having her ride him but he endured and wanted to ensure that her urges were taken care of. Especially when she pounced him another time in her backyard and demanded he pound her like an animal which he actually enjoyed because he felt he could go all out with her. Ever since then he looked forward to visiting her.

Spike shook himself of the memories as they arrived at the library and set the books down on the table as Twilight turned to Spike with a smile.

“Sorry about the teasing Spike, but it’s what you get for letting your eyes wander around so much,” She said playfully swishing her tail, her arms crossed against her chest.

“You do know I’m gonna pay you back for that later right?” Spike playfully teased.

“Afraid that’s going to have to wait,” Twilight said with a sigh. “Me and the girls are supposed to be visiting Queen Mesosoma about setting up crops and trade for her new kingdom and that’s going to take awhile.”

“So how long are you gonna be gone?”

“Around a week or so starting today,” Twilight said as she looked down at her watch and gasped. “Oh crap look at the time, I’m gonna be late. I gotta go Spike,” She said as she rushed by him and gave him a quick peck on the cheek making Spike blush a little as he saw her taking off. Three minutes later, she came back fully dressed in her casual wear and magically carrying three suitcases behind her.

“You got everything packed?” Spike asked.

“Of course daddy,” She playfully teased while sticking out her tongue. “You know I keep a list with what I take with me right?”

“I know, but sometimes I think you feel helpless without me,” Spike replied with a smile.

“Oh Spike, you can be silly sometimes,” She added with a giggle. “Well I have to go now, bye…” Twilight then left the room, and in a few minutes Spike heard her leaving the castle to go join the rest of the girls. Now he was alone at the Castle with not much to do other than sleep and/or join some of his guy friends to do something for a day or two till the girls get back. Spike decided to go back to his room and probably read some of the comics that he still had, but on his way, he didn’t notice a pair of green eyes staring at him from an open window.

‘Looks like I’m even luckier than I thought,’ Chrysalis said as she decided to put her little plan in motion. ‘I have more than enough time to make Spike my slave, and the fact that the foolish mares are all gone for the next few days is wonderful for me.’

“Seeing as Twilight is gone, I can now put my plan in motion, and there aren’t any ponies walking around, so my disguise will work perfectly.” She said as she ducked behind a bush and a sound of a transformation took place.

Meanwhile Spike was now back in his room and jumped onto his bed, before grabbing a comic book from under his bed.

“Man, my life sure has changed ever since I left the comic book world,” Spike said as he opened on the new power ponies comics and started reading. As he was reading the comics the sounds of the window opening in another room behind him echoed in the hallway.

“Fwoosh!!”

“What was that?” He asked in confusion as he set the comic down and went to where the noise came from. To him it sounded like it came from the map room where the girls sat, and he went to that room to check out where it was. Once he entered, he noticed that a window was open, and went to close it. ‘I don’t remember leaving a window open earlier,’ He thought as he shut it, before turning around, only to see a large pink ass in front of him.

A familiar pink ass.

“Gyaah!” He screamed causing the mare to jolt up in surprise, and turn around. The mare, an alicorn, had a pale pink coat and feathers with violet tips, and her horn stuck up through her semi-long violet mane that had rose and pale gold streaks in it. Her tail had the same color pattern as her mane, and her eyes were a light purple. Her outfit consisted of elegant golden shoes on her hooves, a golden crown that was shaped in a fleur-de-lis with a purple gem in the center and a round purple gem at the tip, and a pale pink spaghetti strap dress that clung to her body, accentuating her II-cup breasts, shapely ass, and birthing hips. Her cutie mark was a multi-faceted crystal heart surrounded with gold banners.

“C-cadance, I didn’t know you were coming here,” Spike said in surprise as he looked at the princess of love, at least who he thought was Cadance. “Wh-what are you doing here?”

“Uh...um…” Chrysalis didn’t know what to say at the moment because she was too busy being a little flustered seeing the new Spike. She was expecting to see the same shrimpy little dragon that she met before, not this new hulking adonis in front of her. She remembered hearing rumors about Spike’s new change, but just thought that they were rumors at best, but nothing like this. She felt a little starstruck seeing his muscles and his new figure, making her heart flutter in response confusing her for a bit.

“Cadance, are you okay?” Spike asked in confusion, getting Chrysalis’s attention.

“Oh, I’m sorry Spike, It’s just…”

“Still trying to get used to the new me?” Spike asked in a dull tone. “He doesn’t know that I’m not trying to steal you from him right?” He remembered how Shining Armor, upon seeing Spike’s change, had immediately assumed he was trying to steal Cadance from him, and tried to beat him to a pulp. Fortunately, Cadance was able to calm him down and stop him. This was because Spike and Cadance were in a rather awkward position when Cadance tripped and fell on him when he was helping move some boxes for Flurry and she tripped on one of her toys.

“Oh well you know how he can be sometimes,” She said with a smile, and mentally breathing a sigh of relief. ‘That was too close…’

“Anyways, my earlier question,” Spike asked as he looked at her. “What brings you here to Ponyville, exactly?”

“Oh, I was actually here to talk to Twilight about borrowing you, but I don’t see her anywhere,” She answered with a lie, hoping that Spike would buy it.

“Fraid you just missed her, her and the girls left for a trip to the changeling kingdom and will be back in a week, but it’s not like I’m doing anything anyway,” Spike answered. “She mentioned something about going with her friends to see Mesosoma about giving her new kingdom some plant life and such.”

“I see,” Chrysalis answered with a smile, but internally she was seething with rage. She still remembered that day when the ‘defect’ actually embraced friendship and betrayed her beliefs and wanting nothing more than her head on a platter. But she needed to keep up her facade long enough for her plan to work. “So when did she leave?”

“Just a few minutes ago,” Spike followed up. “But I can help with whatever you need anyway,
You are Twilight’s sister in law after all.”

“Well, Shining was talking to me about spicing up his sex life and I need your help with finding a very rare ingredient that is only grown within the Everfree Forest,” She said to him.

“Rare ingredient?”

“A flower called Dragon’s Heart,” She followed up, pulling out a picture of what it looked like. The flowers looked to be pink, with a bright red and yellow center and dark green leaves surrounding the pink petals, while four long glowing tendrils grew out from the sides.

“Wait, if you wanted to, you could’ve gone and seen Zecora about the flower right?” Spike asked as he remembered that Zecora was still in town.

“Well she was busy with something so I wasn’t going to bother her about it,” Chrysalis lied. “Plus these flowers can only be found by a dragon’s nose.”

“This flower isn’t gonna make me sneeze like the last one is it?” Spike said as he shuddered at the thought of those dragon flowers he came into contact with last time. He still remembered a lot of trees he burned because of them.

“Don’t worry they won’t do that, the flowers are relatively harmless,” Chrysalis replied with a smile, putting her arms under her bountiful cleavage and pushing them up a little, making them jiggle a bit. “And it’s why I need your nose to help me find them. You’ll do this for me won’t you?”

“Uh...okay...but you don’t have to do that…” Spike said as he sat up and walked towards the door. “Anyways, I’ll get some of my things and join you in a bit.”

“Good, I’ll meet you outside of the Everfree Forest,” Chrysalis teased as she watched Spike leave the room and Chrysalis; eyes flashed from magenta to green for a brief second as she had a sinister smile on her face. ‘Good, now phase one is complete.’

-Everfree Forest-

Chrysalis waited on the outside of Everfree and was waiting patiently for the naive dragon and was hoping to get her next phase of her plan in motion. What she didn’t realize was how much the drake had changed in such a short amount of time. She didn’t understand why she’s feeling strange around him, and it’s not much to understand. She waited for a few more minutes until she heard the sounds of footsteps behind her to see that Spike was running towards her direction. She snickered a little upon seeing the hat he was wearing as it had a flower on the front of it, but he was also carrying a basket to hold the flowers in as well as some gloves and a shovel to probably dig them out.

“Good, you’re here,” She said in a cheerful tone.

“Ready to help out with the flower hunting,” Spike replied with a smile. “Anyways, if these flowers aren’t going to make me sneeze, how can I tell where they are?”

“These flowers emit a special fragrance that only dragons can detect,” Chrysalis answered. “It may be faint, but it is enough for you to pick up a trail of them.”

“I see why you wanted me out here,” Spike said to her. “But I guess you can help cover me in this forest can you?”

“Of course Spike, that’s what familys for.” Chrysalis said with a smile as she pointed towards the direction of a gap in the forest. “We just need to go down this path and hopefully you can pick up the trail through there.”

“Okay but how come they only grow in the Everfree Forest anyway?” Spike asked and Chrysalis simply turned to him with a smile.

“They only grow in very dark and damp areas deep in the forest,” She said, taking out the picture. “I read about them in an old botany book a few nights ago.” She replied which wasn’t a lie she actually found out about the flowers three nights earlier from said book she found in The Castle of The Two Sisters.

“Okay, let's get to work,” Spike said as he started walking forward with Chrysalis following behind him, and her eyes flashed again with a dark smile on her face. They then began their trek through the forest moving through the dense undergrowth as Chrysalis took the lead. Spike and Chrysalis were walking down the small path for about half an hour and Spike was focusing on the picture so he could have a better understanding of what the flowers looked like. While he was focusing on the picture, Chrysalis was pondering in her own thoughts as she would glance back at Spike and then look away whenever he looked up at her.

‘Is this really the same dragon that I had trapped in my former kingdom? He could actually put all of my previous mates to shame with what he's packing. Perhaps this'll benefit me in more ways than I thought,’ She thought to herself. She wondered how he went from a shrimp to a stud in just a short amount of time.

“Cadance, you alright?” Spike asked, getting Chrysalis’s attention.

“Huh, what?”

“You’ve been spacing out lately, is something on your mind?”

“Oh right, sorry,” She said trying to keep up her disguise. ‘What is wrong with me? I get that he's gotten more attractive, but I can't let that get in the way of my mission!’ Ever since she lost her hive she missed the companionship of a mate, it also didn’t help the fact Spike was a prime example of what she was craving. Big broad shouldered, seven foot four frame with nicely chiseled abs and pecs that could grate cheese. Long toned legs, and big beefy arms that to any other mare were perfect to be carried in.

She also couldn’t help but admire his newly sprouted wings, they shined in the dim sunlight like a pair of scaled tapestries while along his back his emerald green spines stuck out ending all the way to his long firm tail. Chrysalis couldn’t help but lick her lips in anticipation at what she could do with such an appendage.

‘No, no, this is for the plan, don’t go thinking about what this hulking beast of a stud will-!’ She shakes herself out of her thoughts and focuses on luring him to her lair. She decides to do something to change the conversation, so she stops for a brief moment and turns to Spike.

“Spike, if I may ask, how have things been going with your recent changes lately?” Chrysalis inquired to the dragon who paused after hearing her question.

“What do you mean?”

“I mean how much has your life changed after your transformation, and what are your plans after the wedding that is supposed to take place in a few weeks?”

“Well to be honest things have been crazy since then, I mean with our adventure into the comic book, me and the girls getting into a lust crazed orgy, and finally finding out I turned into Big Mac and I’m now in a relationship with all of my closest friends.”

“Interesting,”

“Yeah, and it wasn’t really easy with this new form at first,” Spike admitted while rubbing the back of his head, being humble about it. “I mean don’t get me wrong, the new height where I don’t have to climb up on a step ladder and not having my baby fat anymore is great, but I’ve been treated a lot differently ever since I changed.”

“How so?”

“Well most of the mares in town, much to the girls annoyance, started to get a little too flirty with me recently,” Spike followed up blushing. “It was confusing to me and I found it pretty uncomfortable with so many mares trying to make advances towards me.”

“Gee, I wonder why,” Chrysalis said to herself in annoyance. ‘How can he possibly have that many mares trying to date him? It surprises me that the entire town hasn't asked him for his hand in marriage.’

“Yeah, it came to the point where they would openly flirt with me or slip a number in my back pocket when I'm not looking. I try not to go out of the castle as well unless I go out to pick up groceries, or if I’m with one of the girls,” Spike followed up. “You remember that time you had to have some guards in the Crystal Empire watch me all day? To keep the flirty mares from sneaking into the guest room I was staying in?”

“Don’t remind me,” Chrysalis replied with confusion. “Speaking of the others, how are they, how’s Twilight doing?”

“She and the girls have been doing great, although between you and me they’ve been pretty horny this past week,”

“Really now?” She asked, quirking an eyebrow before taking a quick whiff of Spike. She felt her face heat up a bit as the smell of scented lilacs hit her nose. “It’s Starlight Glimmer isn’t it?”

“Yeah, it’s Starlight,” Spike admitted as they continued their walk. “She's been pretty feisty over the past week and a half or so."

“You don’t say?” Chrysalis asked with a smile, trying to hide her seething rage. She hated Starlight with a passion, wanting nothing more than to see the little bitch burn in an inferno of suffering, but she needed to keep up her disguise long enough for her plan to work. She could worry about revenge later.

“Yeah, all of the girls have been like that for a while now, but I think Fluttershy has been holding back the longest in our relationship,” Spike said with a shudder.

“Was she that pent up?” Chrysalis replied, interested to hear that the most timid of the group was so sexually deprived.

“Let’s just say that her skills in bed are enough to even tire me out when she rides me like a crazed bull in mating season,” He added while blushing and rubbing the back of his head. He suddenly stops as he felt a strange sweet smell hitting his nose. “Wait, what is that smell?”

“I think that’s the flowers I’m looking for,” Chrysalis added. “Think you can track it?”

“I’ll do my best,” Spike replied as he started tracking the smell of the flowers with Chrysalis following behind him, her smile growing as she knew her plan was going into motion.

-Hideout-

Chrysalis continued to follow the dragons trail as he and the disguised changeling walked through the forest hunting for the plants. Spike changed directions as he tracked the scent and Chrysalis smiled since the trail Spike was following was leading directly to her hideout, where no one would be able to find them. Spike continued sniffing around for the sweet smell, and the more he changed direction to track it, the closer he got to Chrysalis’s hideout. After about another half hour, they got to Chrysalis’s hideout that was being covered by large shrubbery that blocked the entrance.

“Okay, the smell is leading me back here,” Spike said as he pointed at the shrubbery blocking the entrance.

“Good, then that means we’re getting close,” Chrysalis said asSpike moved the shrubbery out of the way.

The trees soon parted, revealing to the dragon a small clearing where a large tree stood at the other end, it was a large rotted out tree covered in thick vines and shrubbery, he wouldn’t have seen the entrance had Chrysalis not pulled over a clump of vines.

They soon walked in and Spike could only see mossy ground surrounded by a wall of some old rotting bark. Chrysalis had covered all of her personal items along with her bed and portrait of the mane six she used as target practice, so it looked to Spike that it had been abandoned for awhile now, possibly years.

“So you need me to just sniff out this flower you mentioned into the clearing here?” Spike asked who he believed was Cadance. Chrysalis smirked as the dragon was making her plan all too easy for her.

‘You’re just making this too easy you foolish dragon,’ She said to herself as she watched Spike sniff around for the flowers.

“That’s right Spike,” She said as she walked over with him. “They usually grow in a large clearing around here, but in thick vegetation. You’ll have to pinpoint where they are.”

“Okay, I’ll do what I can,” Spike said as he followed his nose towards the smell to try and find the flowers. Unknown to the young drake Chrysalis went over to a small hole inside an old tree near her and, using her magic, pulled a small bouquet of pink flowers. The flowers looked to be pink, with a bright red and yellow center and dark green leaves surrounding the pink petals, while four long glowing tendrils grew out from the sides emanating a soft pink hue. To the average pony they looked like just a bunch of pretty flowers, but to Chrysalis these were the key to achieving her goal to getting her revenge. Dragonheart flowers.

From what she gathered they were very rare and to dragons, had a strong odor that attracted them to the flower. The only problem is she had no idea what they could really do, she only knew from the book that it was powerful enough to compel a dragon but after that the rest of the book was too rotten rendering it eligible to her. Combined with her hypnotism she can have her own personal dragon slave to her and her future hive. But now it was time to make her move on him. She used a spell to mask the smell of the flowers for a brief moment getting Spike to stop sniffing around and look up in confusion.

“That’s odd,” Spike said as he sat up. “I could’ve sworn that I found the scent over here,”

“Something may be blocking it,” Chrysalis replied as she slowly waited for Spike to turn around before unmasking the smell of the flowers again. As soon as the scent reached his nostrils he turned around towards her, while Cadance’s eyes turned from magenta to green. She then pushed the flowers into his face, forcing him to smell directly from the source. As the pure scent reached his brain, Spike froze in place, before he then fell backwards, his eyes void of consciousness as he did so.

“Perfect, they worked better than I thought it would,” Chrysalis said to herself as she dropped her disguise and was back to her usual self. Spike looked to be unconscious and Chrysalis turned away from him for a few moments. “Now, I can move onto the next phase of my plan and harvest his DNA and create my brand new changeling army, and have my own bodyguard as well.”

While Chrysalis was celebrating her so-called victory, she didn’t pay attention to Spike who was currently regaining consciousness, but his eyes grew cat-like again and were slowly transitioning into a white void. He suddenly started thrashing about getting the former queen’s attention as she turned around to Spike in confusion only for that to turn into fear as he started to increase in size and muscle mass, his scales hardening and his face having a more monster-like appearance.

“What in Equestria’s name?” Chrysalis said in confusion as she slowly backed away from Spike, seeing his new taller and more monstrous appearance. Spike finally stopped thrashing around and stood up to a now ten feet tall, eclipsing her 8ft 4in frame. He had increased in size and he was looking around in confusion, unsure of where he was. While he was looking around, Chrysalis began to smile while looking at his new frame. “Oh, this is better than I ever dreamed of!” She said to herself. “The flowers have somehow enhanced him! Now he’ll be much more powerful!!” She didn’t notice that Spike had heard her, and had different plans in mind than following her orders.

“Now all I just have to do is-!!” Chrysalis was cut off as Spike rushed at her with such speed and force that she didn’t have time to react as Spike pounced onto her, pinning her to the ground. “Wha-what’re you doing?” She cried out, a mix of anger and confusion plastered on her face. She then looked at his face and saw that his eyes were not there. He looked like a primal beast that already had caught his prey, prompting Chrysalis to try to cast a spell on Spike. She was not successful, though, because upon seeing the green magic coalesce at her horn Spike grabbed it, halting her spellcasting.

“You bastard, unhand me! Do you not realize who you are dealing with?!” She yelled, struggling to try and get out of his iron grip. She thrashed about but to no avail. Both of her arms were gripped by his right arm, her horn was locked in his left arm, and she couldn't move from under him with how strong he was. Spike opened his mouth and revealed his sharp fangs to Chrysalis, who, upon seeing them, began to panic and struggle more. “No!! Don’t kill me!! Please!!” She cried, tears forming in her eyes while her life flashed before her eyes. As Spike moved his head closer to her she closed her eyes, preparing to feel the sweet embrace of death.

But that was not what Spike had in mind. She felt something warm and wet hit her lips, confusing the changeling mare as she slowly opened her eyes. She then went wide eyed as she saw that Spike was actually kissing her rather sloppily, and her face burned red with confusion and somewhat anger.

‘What is this bastard doing? How dare he kiss me like that!’ She thought to herself as she felt Spike’s lips pressed against her for the first time.

She started thrashing around, trying to get him to stop kissing, but Spike stuck his tongue in her mouth as he moved around, tasting every inch of her mouth, even her sharp fangs. Spike continued to make out with her until she stopped thrashing around and eventually submitted as his tongue action became too much for her. She felt his strength and how strong he was as he felt his way around her body and mouth, groping her breasts and ass. ‘Why is this becoming so arousing to me?!’ She exclaimed in her mind as she felt her pussy begin to moisten, and her nipples hardening.

Spike soon grew tired of kissing her, and pulled away, leaving a string of saliva connecting their mouths. She was left panting as Spike slowly raised his claws above his head. He then began to tear off her dress, using his sharp claws to shred it into pieces, letting her huge breasts and bubbly ass bounce free.

“Y...you...ass...hole…” she panted as she looked at the remains of her dress and her panties that were now cut to ribbons. “That...was my...only dress!!”

Spike wasn't really worried about that as he gazed at her curvaceous amazonian body. She was on par with Celestia in every retrospect and if she wasn’t always in disguise she could give even Cadance a run for her money with it and then some to sex appeal. Her dark green nipples were now stiff as they felt the air around him and Spike’s feral lust only increased the more he stared at her. He stood over her as she hardly had any strength to move, and she looked over to see a large tent in his pants. Or more accurately the dual tent in his pants.

Chrysalis had heard about dragons and them having dual penises but never experienced it personally, she only heard about how good it was from the occasional drone that ventured into the dragonlands. Until now at least. Spike then reached for his pants as he slowly was pulling at his pants while Chrysalis just watched.

She grew hesitant but figuring this was not exactly what she had in mind for her plan she took it as an opportunity to make this drake her slave. She focused her eyes and horn right up to Spike’s eyes, her eyes and horn began to glow while the dragon above was distracted for a moment as he managed to tear his pants off ripping the fabric easily in his claws. She looked at the remains of his shredded pants and looked at his now long and throbbing twin cocks between his legs.

‘How in Celestia’s name is he that big?’ She thought to herself as she looked at his massive twin dragons. Spike’s scrotum was pretty large as his balls were easily watermelons at this point, and his twin cocks looked as if he had a new pair of legs between his previous ones. They both looked like they could break any mare, hell any female and make them his slaves in an instant just from a single thrust and fill them with at least five foals.

‘If he takes me with those things now, he’ll break me,’ She mentally screamed to herself as a feeling of dread filled her. She had to try and calm herself as she stared at his monstrous appearance and how he looked ready to break anymare he met. Shaking her head she begins to conjure her magic towards her horn, as she focuses on trying to control the feral drake.

He then turned his gaze toward the mare below him but that’s when he felt his eyes lock onto hers and was unable to look away. He then began to feel strange as if his mind was starting to become fuzzy, and it was growing stronger. He felt his dragon instincts kick in when he stared at her large breasts and how her nipples were still hard from being aroused. Then suddenly, he pinched at the changeling’s nipples hard causing her to moan in pleasure breaking her concentration while closing her eyes at the sensation. Her body tensed up as her horn fizzled out from the sudden shock and she couldn't use her magic after that.

With her concentration broken, Spike felt as if someone had just ripped a blanket from his face and had light suddenly blinding him. Still under the effect of the flowers, he shook his head in confusion but felt the fog of the spell begin to lift from his mind. Chrysalis still had her eyes closed but failed to see the drake was regaining his focus.

Once he did, Spike growled menacingly at her, as his instincts were still in the driver's seat and realized that Chrysalis was trying to control him earlier. And to any dragon, it made them angry. Chrysalis shuddered feeling his glare burrowing into her like a hot knife, but it also made her strangely aroused as she felt her folds secreting down below.

Spike could smell her sex leaking and gave a more lustful monstrous smile, and Chrysalis knew right there that he was not gonna make it easy for her. Before she knew what was going on, Spike wrapped his arms around her back with his tail, and had her lie down as he spread her legs open to see her dripping pussy.

“Well this didn’t turn out like I thought it was going to,” She said to herself as Spike opened his mouth and dove right in to enjoy her dripping slit. Chrysalis let out a yelp of surprise and then moaned in pleasure as she felt his tongue entering her pussy. To Spike’s surprise, she had the taste of sweet honey and it only prompted him to lick faster going even deeper into her folds. Chrysalis on the other hand, was panting like crazy. She never had anyone eat her out like this before, but then again, she never slept with a dragon before as Spike’s tongue work was doing a number on her. She felt his tongue tasting every corner of her pussy and it only caused her to get even wetter.

She squirmed in his grip, and Spike lightly nipped at her throbbing clit, making her twitch and thrash around, her moans increasing in volume as Spike continued to have his way with her. Despite his monstrous appearance, he knew where all of her g-spots were, and took advantage of her current weakness, even sucking on her pussy to lap up her sweet nectar as she leaked even more of her sweet nectar that dripped from her pussy.

‘Good heavens he is good! He was practically made to eat pussy,’ Chrysalis thought to herself as she was at Spike’s mercy. She wasn’t even sure why she was like this at this point seeing as Spike was still in this feral state. She didn’t bother using magic to escape seeing as she couldn’t focus with how much he was eating her out. She felt her loins burning as she felt her orgasm climbing up and Spike noticed her facial expressions. He proceeded to suck on her pussy faster while teasing her clit with his fingers and Chrysalis could feel his tongue hitting her g-spots over and over again. Her loins were practically on fire, her orgasm quickly approaching due to Spike’s excellent tongue-work. He then flicked at her clit again and this was enough to send Chrysalis over the edge. She grit her teeth and let out a shrill moan as she drenched Spike’s face with her sweet honeyed nectar on Spike’s face, and he greedily drank what she offered, relinquishing it with pleasure.

‘By the gods, that was the best orgasm of my life!’ Chrysalis thought as she stopped tensing up and was twitching from the orgasm that she felt. Spiked laid her on the floor as she was still panting from her sudden orgasm. She never felt anything like that in her life, and the fact that he was using her this way really turned her on. She wouldn’t have time to rest though as Spike wasn’t done with her yet. He finished cleaning himself of her juices and if she tasted that good to him, he only wondered how her pussy and ass would feel around his twin dragons. Smiling, he turned the dazed changeling over onto her front, her breasts mashing against part of the grass and her ass now facing him.

“N-now what're you doing?” She asked still dazed, but he ignored her question and leaned forward before he began to lick at her asshole, prompting her eyes to widen as she realised what he was doing. “N-no! Not there!!” She cried out, squirming as his tongue penetrated her ring and began to move around inside her ass, lubing her up. She hated to admit it, but his tongue was very skilled since he made her cum for the first time. Chrysalis’s body tensed up as he still wasn’t done with her lower half, and he was going to enjoy every inch of her luscious body. Spike’s tongue was reaching deep into her puckering plothole and he made sure to tease and massage her bubbly ass while doing so. Chrysalis could feel herself getting close to another orgasm again as her breathing became erratic, but Spike suddenly stopped and pulled away from her asshole. A small string of saliva connected between his lips and her puckerhole.

“Wh-why did you stop?” She asked as she let out a groan of frustration, before turning towards him with confusion. Her look of confusion quickly changed to fear though, when she saw his cocks were now between her ass cheeks. “No! Not at the same time!” She protested to no avail, as Spike rammed forward, plugging both of her holes with his cocks. Gritting her teeth, she immediately clamped down on him as she orgasmed immediately. She let out a primal scream as she rode out her orgasm spraying his rods in her juices, while her tongue lolled out of her mouth and her body twitched and spasmed from the sudden rush of pleasure she felt. He was much bigger than she thought with how monstrous he was. She could feel his tip kissing her cervix in a single thrust, and he was only halfway inside of her.

‘Dear Celestia, how can he walk with these monsters everyday, let alone how can any mare possibly take him like this?’ She thought to herself as she twitched from the intense pleasure.

Spike on the other hand let out a primal growl of both pleasure and anger, feeling how tight both of her holes were around his cocks. He felt how tight she was and how hard she was clamping down on him, she somewhat resisted, but it only turned him on even more. He waited for her to loosen up a little bit before he started moving. Soon as she wasn’t clinging to him like a vice, Spike made his move and slowly pulled out both of his cocks until the tips were left inside and thrust forward.

Chrysalis let out a moan while Spike was letting out feral grunts and had a firm grip on her ass, he then began thrusting hard in and out of her at a slow pace. Chrysalis could feel the massive bulge in her womb and her stomach, but she never felt this kind of pleasure up until this point. Dragon penises were much different compared to a stallion's penis. They had several ridges and bumps on them, and had thick knots at the base, which made the pleasure she felt so much more intense. Spike suddenly started to go faster as his grunts became more eccentric and Chrysalis could feel his cocks slamming against her pussy and ass hard.

“F...fuck...this...wasn’t...the...plan…”She panted, looking back at the horny dragon that continued to have his way with her. With both her pussy and ass lubed up he could feel his cocks sliding in and out of her with ease. Whenever he pushed forward, she would loosen up, but whenever he tried to pull out, she would tighten around him, making him even more aroused. He was horny as hell with how tight she was, but he didn’t care. He so far had a new mate to fuck, and was going to fuck her till she was nice and full with his cum.

Spike continued to ravage the lust-dazed changeling as she was lost in pleasure as her moans were getting more and more intense, her asscheeks bounced in rhythm from the dragons pelvis smashing into her. Soon a different feeling came to wash over Spike as he felt a swelling build up of pressure in his loins. He slowed down his thrusts a little, but the intensity of his thrusts didn’t slow down. Chrysalis could feel the dragon's cocks begin to swell meaning only one thing to her.

“W-wait-ah!!” She tries to protest, but fails as her pelvis pounded into submission, feeling every hard shove of her scaled lover making her protest unheard. She could barely form a sentence with how hard he was pounding her pussy and ass and knew that inevitable was coming. Spike soon let out a few more hard thrusts and with a loud roar, he hilts himself within her holes, going balls deep and the first load of his semen flooding her womb. Chrysalis felt the sudden rush of semen filling her body and let out another loud moan of ecstasy as she came again gushing more of her heavenly juices. The tightening of her marehood and ass gripped Spike tightly as he flooded her womb and ass with his draconic seed. Spike was still cumming as her belly and womb began expanding to the size of a beach ball and her pussy and ass instinctively were milking his twin cocks for as much of his cum as possible.

‘F-fuck, how much can he release?’ That was what was going through her mind as Spike was flooding her pelvis and Chrysalis’s tongue lolled out of her mouth as she felt his semen flooding her body. Spike finally relaxed as his breathing was slow as she felt his dicks relaxing inside of her body. Spike soon began to pull out and Chrysalis fell to the floor, near passed out from the experience she just felt and Spike’s semen was slowly making a pool out of her lower holes.

She was gasping as she breathed in as much air as possible and could hardly move, she felt her wings twitch as she laid on the mossy ground while she struggled to move any of her limbs but she felt very weak unable to move.

‘I’ll...have to… rethink my plan…’ She thought to herself still seeing the effects that Spike had on her as she summoned what little strength she had left and weakly turned over onto her back and looked at her bloated belly. Spike’s creampie was still making a small puddle where she was laying. She looked as if she had an all you can eat buffet as she struggled to barely stand.

‘At least it’s over,’ She thought to herself as she weakly looked up at the still monstrous Spike. Her face went pale when she saw that his monstrous rods were still standing proud and he had a look that said ‘I’m not done with you yet’ all over his face as he glared at her.

“Oh no…” She said weakly and felt Spike grabbing her by her tail and pulling the weak changeling over to him. She was soon face to face with the horny dragon as he forced her against the tree against her back, and Spike was grinding his thick phalluses against her pussy and ass again.

“Wait, not again- OH FUCK!!” She couldn’t protest what was going to happen as Spike’s cocks plugged her holes once again. Spike was balls deep into the lust induced changeling and she felt his twin dragons within her body once again. She felt her womb give way to his dick and her ass felt as if it was on fire again. Spike started thrusting in and out of Chrysalis again mercilessly as she moaned along with his feral grunts echoing throughout the forest.

“F...for the... love of...Celestia...a...at least… let...me… rest…” She panted as Spike was showing no signs of slowing down. Chrysalis felt how deep he was and her belly and womb were sloshing around with each thrust he made into her. Her bloated belly moved along with her bouncing breasts as they moved wildly from how hard he was thrusting into her. Her breasts began to leak milk, which was slung around due to her being pounded so hard.

Spike felt some of the milk hit his face, and licked it up, letting it roll over his tongue, and tasted very sweet, almost like peaches and cream. With a smile, he then leaned forward and began to suckle on her nipple, making her eyes nearly roll back into her head due to the pleasure.

“H-hey...those...are...sen...sense..sensitive…” She panted, but it only prompted Spike to suckle on her harder. Chrysalis could only helplessly submit as Spike continued to have his way with the horny changeling and Spike was fucking her like a wild animal. He would alternate between both of her breasts, drinking her sweet and delicious milk while making the changeling scream in pleasure. He continued drinking for about a minute until he stopped and pulled away, confusing the mare.

She was suddenly met with his lips as Spike kissed her fiercely and she felt him force feeding her own milk as Spike increased his pace and Chrysalis moaned as she came again. His tail kept a firm grip on her arms to keep her from slipping away. His claws had a firm grip on her ass to keep her leveled as he held her close and she felt his strong chest against her body. Instinctively she wrapped her legs behind his back and kept them locked behind, wanting more of what he had to offer, nearly forgetting about her plan. Spike pulled away from Chrysalis face and she had a look of pure bliss plastered on her as Spike continued to have his way with her.

Spike suddenly let out a low growl as he picked up speed and the knots on his dicks started to form again. Chrysalis realized that he was gonna blow his load again, but she couldn’t form any words with how intense he was being.

‘Fuck, if I wasn’t a changeling I would’ve exploded right about now,’ She thought to herself with Spike getting ready for another stuffing. While she was lost in pleasure, he suddenly lunged forward and nibbled on her ear as well as using his tongue to lick at her face making her mewl in pleasure at his long tongue. She soon flinched when he reached for her neck and bit down lightly, just enough to not hurt her too much.

‘Did he just bite me?’ She thought to herself as she felt her neck being punctured by Spike’s teeth, but it wasn’t enough to tear into the flesh. It was only enough to leave a few teeth marks on her neck. A love bite from a dragon meant that he owned who was considered their slave for eternity. The sudden rush from the bite made her scream and clamp down onto Spikes cocks as he slammed into her. She came hard again as her juices drenched his pelvis trying to squeeze what he was going to offer. The sudden tightening around his twin shafts made him roar and cumonce again and she felt him filling her body to the brim. Her stomach started to expand more as Spike’s titanic balls unloaded thick wads of semen from his dick into her ever expanding womb firing like a cannon. She felt her stomach expanding to where it was close to the size of a Beanbag chair.

Spike pulled out for a second time and Chrysalis fell onto the floor nearly exhausted from the abuse her body took. She looked like she was going to pass out as she had hearts in her eyes as she became drunk from pleasure and Spike still showed no signs of slowing down anytime soon. She looked down at her belly and saw how much he filled her with and then weakly moved her arm up to where Spike bit her.

“He...marked...me…” She panted feeling the mark that he left on the left side of her neck. Spike let out a feral growl still hard from before as his cocks throbbed in the air like a pair of mighty spears and he still wasn’t done with her yet.

‘He’s still hard?’ She thought to herself looking at his throbbing erections. Chrysalis, knowing that she wasn’t going to get out of this, simply spreads her legs open to reveal her dripping pussy and ass that were still leaking semen from Spike's constant amount of dragon cum, practically wanting him to fill her again.

“Go ahead,” She muttered, realising that there was no way she was going to get out of this, so she might as well enjoy it and wait for the effects to wear off. Spike smiled as he rested on top of her, his dick pointing at her now gaping holes and with a single thrust, he slammed his hips down, she moaned out feeling him filling her again. Spike started moving and Chrysalis was just lost in the waves of pleasure as he stuffed her. Her belly was sloshing with all of his semen and felt her breasts bounce up and down.

His large balls slapped against her ass and the jiggle of her ass, tits and belly made the perfect music to the pair. Spike felt her legs wrapping around his back tightly, hugging him close wanting to feel his strong body against hers, she relished as he dominated her making the changeling his own personal toy and she wanted more. Spike soon locked lips with her again and the taste of her milk still lingered in his mouth as they sealed their lips with each other.

‘I think I’ve created a horny monster,’ She thought to herself as they changed to different positions for the next few hours, filling her up in each one as time went by, and Chrysalis loved every minute of it.

-Nighttime-

Luna’s moon was just rising into the sky when Spike let out a groan as he woke up. “Ugh, what happened to me?” He asked as he sat up and looked around in confusion, only to see that he was in a clearing in the Everfree. “Why am I in the Everfree Forest?” He then started to stand up, but quickly fell back as his muscles practically screamed with soreness. “Ugh, why am I so sore?” He continued, before noticing his lack of clothing. “And why am I naked?!” He then noticed a particularly strong smell and sniffed himself, reeling back at it he detected an odor of cherries and freshly cut wood. “And why do I reek of sex?!”

His clothes looked to be torn to shreds by him and he saw the remains of them and what looked like a female dress, but it was too dark to see since it was night time. He moved his hands around to try and feel where his clothes were, but touched something that seemed to be very sticky.

“What the?” He said as he felt the sticky substance on his hands. He looked down and looked at what he thought was white slime. “Aw, gross!” He followed up shaking his hands to get the sticky substance off of his hands. He looked down to see that a large trail of slime was leading out into the forest. “What kind of animal left this behind?”

What he didn’t realise was that it wasn’t an animal that left the trail, but rather a changeling. In some bushes several yards away was Chrysalis, who was weakly crawling away with a cum-bloated belly while Spike’s semen slowly leaked out of her pussy and ass. Soon after a bit, she found a place to rest and struggled to turn over onto her back to see the effects of Spike ravaging her body.

“Sooo….fulll,” The cum-covered former queen groaned as she rested her hands on her belly. Spike had really done a number on the former changeling queen when the flowers kicked in. She didn’t have any time to rest as whenever she tried to get away from him, he would pull her right back to him to have another round of stuffing her already bloated womb and ass full of his fertile seed and once again left her drunk in pleasure.

‘Bastard… he was lucky… that I… wasn’t in my… Cycle..’ Chrysalis thought as she cursed herself for not reading about the flowers. She just assumed that they were more to control him, not knowing that they were used for dragons to mate. But at the same time, she didn’t think that she would enjoy it since she was never fucked like that in a long time. Despite Spike having a more monstrous appearance, he knew what sweet spots to hit and even left a mark on her shoulder, claiming her as his.

As she lay there resting, she thought about how she had never been fucked like that before in her life. She soon smiled softly, and began to rub her belly as she muttered “Sooo….goood.” She knew this wouldn’t be the last encounter she would have with the dragon.

-Present-

“And that’s what happened,” This setting was now outside of the Crystal Empire. It was evening as she was joined by a familiar crystal princess who was standing over her with a sharp glare. Cadance had Chrysalis bound in a magical set of rope, and she was on the floor with an inhibitor ring on her horn as well so she couldn’t use her magic.

“Well, that was quite the story you told Chrysalis since it was surprising when I found you outside of the castle after the wedding with Spike and the girls,” Cadance said as she lifted Chrysalis in her light blue aura. “And I see Karma can be a real bitch can’t it?”

“He rammed my ass for eight hours and you’re doing this to me?” Chrysalis replied in annoyance, only for Cadance to pull her over in her aura and she was met with a very pissed off Princess.

“Bear in mind I don’t really care what state you were in,” Cadance said with a dark glare and Chrysalis looked like she was staring death in the face. “Seeing as you posed as me to try and screw over my sister in law, brainwashed my husband, almost ruined my wedding with your failed invasion attempt, and kidnapped my foal Flurry Heart to lure the rest of us towards your former castle, and now try to manipulate my younger brother to be your slave I have every reason to turn you into dust right now.”

“I was trying to apologize to you, but then you body slammed me into the alley a few minutes ago like a crazed bull,” Chrysalis huffed, and she felt the ropes tighten around her body, feeling some of her bones cracking. “OW!”

“Zip it…” She growled her eyes glowing white. Chrysalis had to be careful what to say next since the princess of love looked like she wanted to kill her. After a while of constant glaring, Cadance finally took a deep breath, looked Chrysalis directly in the eyes and spoke. “Let me ask you this, did you really mean what you said about Spike back there at the reception?”

“Yes, I meant what I said,” Chrysalis said after taking a deep breath. “At first I just wanted him back so I could use him in my plans for revenge, but as I continued to think about him and plan to take him back after that day I realized that I had fallen in love with him.”

Cadance let out a sigh as she heard this, pinching the bridge of her nose she set her down on the floor before removing the rope, much to Changelings surprise.

“Y..you’re letting me go?” Chrysalis asked as she pulled the inhibitor ring off her horn and threw it across the room.

“Don’t get the wrong idea,” Cadance followed up as she glared at her. “Believe me, after everything you did to me, my sister, her brother, and her friends, I want nothing more than to kick your teeth in till your face bleeds.”

“I figured,” Chrysalis added, her ears drooping slightly.

“But, I’m still the princess of love,” She followed up holding out her hand. “And it’s my job to help anyone find their special somepony.”

“So you’re really going to help me after all I’ve done?” She asked, feeling somewhat hopeful.

“Of course,” She replied, before socking her in the face, hard enough to send her flying into the alleyway wall and cracking it a bit. Chrysalis groaned from the impact and held her face in pain as she felt a little blood leaking from her nose. She looked up to see Cadance with a smile on her face and her fist clenched with some of Chrysalis’s blood on her knuckles as she walked over and held her hand out. Chrysalis immediately flinched seeing her hand, but saw that it was open this time around. “And now we’re even.”

“Ok I’ll admit, I deserved that,” Chrysalis grunted as she took Cadance’s hand and she helped her up.

“If I’m gonna help you, you at least have to make up with your former hive and try to embrace the girls after what you did,” Cadance added.

“I know,” Chrysalis said as she pouted, not really looking forward to doing that.

“I can vouch for you while we’re there, so don’t worry,” Cadance assured as she and Chrysalis walked out of the alleyway. “Even if you don’t deserve it.”

“Okay, can you not make fun of me?” She asked with a dull stare. “I get you don’t like me, but it doesn’t make it any better when you keep reminding me I don’t deserve this. I know that.” She then smiled a little to herself and smiled warmly to the princess of love. “But thank you princess, I’ll be in your debt for this.”

“You’re welcome, and I’ll hold you to that,” She said with a smile as she turned back to Chrysalis. “Alright, here’s what we’re gonna do to get your life back on track.”