The Dirtiest Mares in Ponyville

by Captain_Hairball

Rating: mature
Tags: Trixie, Starlight Glimmer, Maud Pie, Sex, My Little Pony: Friendship is Magic
Length: 5006

Maud, Trixie, and Starlight have been ordered to locate a stolen potion with unique and dangerous properties, and make it disappear. It's a penis potion, and they're going to make it disappear into their bodies.

Maud, Trixie, and Starlight have been ordered to locate a stolen potion with unique and dangerous properties, and make it disappear.

It's a penis potion, and they're going to make it disappear into their bodies.

Contains very rough futa and lesbian horse sex, magically assisted throat fucking, cum swapping, anal, anal hoofing, anal gape, cum inflation, and felching.

Published 2017-05-09 17:40:01 UTC
Last updated 2017-05-09 17:40:01 UTC

Chapter 1

Everypony in Ponyville knows who they are, and everypony gives them their space. Bakers hide their cupcakes when they come around the corner, and mothers hide their daughters. Parents preemptively cover their foals ears. They’re Maud, Starlight, and Trixie and they’re the dirtiest mares in town.

Here the come now. Maud Pie is first. She’s the muscle. A short, stocky earth pony of tough western stock. Gray fur and cool sapphire eyes. A blue coverall can’t hide the power that flows under her skin. She can break boulders with her hooves, and she can stare down a statue. Nothing gets under her skin. And sure, she’s strong, but she’s not dumb. In Equestria, rocks are power. They’re money, they’re dragon food, and most importantly they’re magic. And Maud knows her rocks. She has a doctorate in geology and contacts in the Canterlot Geological Survey, the most powerful law enforcement agency in Equestria.

Next is Trixie Lulamoon. A stone cold fox with a rap sheet as long as your tail. Haughty violet eyes look down her long, slim snout, evaluating the world around her and finding it sadly lacking. Slim but curvy, she has haunches that will stop you in your tracks, and she knows it. She doesn’t mind if you stare, but you’d better check and make sure your wallet’s still there afterwards. She was a small time con-artist, before HRH Twilight Sparkle exposed her as a fraud. She had a few rough years after that, but she’s back in the game, and she has something to prove. Not bright, exactly, but cunning, watchful, and dangerous.

Following them is Starlight Glimmer. Tall, purple and proud. Former tyrant. Allegedly reformed. A strong contender for the greatest wizard of the age — she nearly defeated Princess Twilight, and many ponies say she didn’t so much lose as decide the battle wasn’t worth fighting. She’s set aside her subversive politics, and renounced her former moral flexibility, but it’s anypony’s guess if she’s sincere, or just biding her time. And while she’s almost twice the age of the other two mares, she’s every bit as gorgeous as they are. Her hide is silky and glossy, and her haunches heavy and over-ripe. She has an air of experience, a reputation for hedonistic depravity of the most unspeakable kind, and a vocabulary that could shock a sailor or confound a scholar.

✭☆✭☆✭☆✭

Today, Maud, Trixie and Starlight were at Ponyville swap meet on a mission of mercy. One of Maud’s CGS buddies given her a tip that a sample of a certain proscribed substance had been stolen from a secret Principality research lab. A substance that, if it became available to the general population, could wreak havoc on the very fabric of society. Some of this sample was believed to be in the possession of a traveling alchemist named Tweak Mission. The contact had confirmed that they didn’t care how they obtained the sample or what they did with it, as long as it was safely and discretely disposed of.

So. They were going to steal it. And then they were going to have an amazingly good time.

As they walked past the alchemist’s market stall, Trixie broke off from the trio and stopped to have a look through Tweak’s wares. She lifted bottles of potions or powders one at a time, examining them with the cold, evaluating eye of a pony who knew her chemicals.

Tweak Mission was a handsome but frail-looking unicorn with thick glasses and a magician’s hat rather like Trixie’s own. He had a ring of alchemical symbols for a cutie mark. Not being a local, he wasn’t alarmed by seeing Trixie browsing his stall. In fact he seemed very happy to see her. “Can I help you find anything, miss?” he said to Trixie’s plot.

“The Great and Powerful Trixie is looking for something that will help her put on an exceptional performance,” she said, narrowing her eyes and waggling her eyebrows suggestively.

“How exceptional of a performance are we talking here,” said Tweak, giving Trixie’s plot a conspiratorial look.

Trixie thrust her hoof into the air, knocking her cloak aside and, not coincidentally, giving Tweak a better view of her backside. “Trixie needs to give a powerful, penetrating performance. A dominating performance. A hard, thick, pulsing performance, dripping with…”

“Keep it down!” hissed Tweak. “I get the idea! Who sent you here?”

Trixie laughed. “A great magician never reveals her tricks. But I was told to tell you that the ‘cockerel rises at midnight’.”

Tweak scowled, and looked around the market. Nopony was looking at them. “Listen, I’ve got what you’re looking for, but we’ve got to be discrete, okay? It’s in my wagon. I’m going into my wagon right now. Meet me around the back in five minutes, and I’ll let to in to see it, okay?”

✭☆✭☆✭☆✭

Tweak pulled a box out from under the bed in his wagon, and undid the combination lock with his magic. Inside was a small flask, sealed with a cork and full of a gloppy, vicious white fluid. He levitated it up next to him, keeping his slight body between Trixie and the flask.

“It’s not much to look at, is it?” said Trixie, wrinkling up her snout in a sneer of disgust.

“It’s the real deal. Five thousands bits, and it’s yours.”

“Trixie doesn’t have that much on hoof,” she said, eyes darting to the corners of the room. “Anyway, how does Trixie know this is the real potion? Why don’t you take some, and prove it.”

“Are you for real?” said Tweak.

“Oh. Right.”

“Anyway, there are only two doses in here. Trust me, this is the real thing. Fresh from a top secret Principality eugenics laboratory. And if you can’t pay, I’m sure I can find somepony else who will. So cough up the bits or get out of here. Unless…” said Tweak, eyes flicking suggestively over Trixie’s body, “You wanted to arrange some other form of payment.”

“Ugh, no!” said Trixie, rearing back, insulted. “Trixie’s body is worth far more than five thousands bits! Starlight, Maud, would you come out already?”

The air behind Tweak rippled, and suddenly the other two mares were standing there. Maud flashed a badge “Maud Pie. Canterlot Geological Survey. This is a sting.”

“Gah!” said Tweak. He tried to bolt for the door, but coils of purple and blue magic whipped around him, holding him in place.

“I’m innocent! This is a gross miscarriage of justice! Come back with a warrant!” babbled Tweak, struggling against his bonds as Starlight effortlessly lifted the potion out of his magical grasp.

“We’re not exactly here in an official capacity, actually,” said Starlight.

“How did you even get in here?” said Tweak.

“Trixie has lived in this model of wagon for over a decade. The door locks are a joke!”

Starlight held the flask over for Maud to examine. She gave a single shake of her head, and Starlight threw it against the wall, where the fluid stuck, inching slowly down towards Tweak’s bed.

“No!” Squealed Trixie. “We were going to use that!”

Starlight picked Tweak up and dragged him over towards her, holding him nose to nose, several inches off the floor. “Where’s the real stuff?”

“I don’t know what you're talking about,” said Tweak.

Starlight narrowed her eyes. Tweak’s face turned red. He let out a high pitched gasp.

“Under the pillow! Under the pillow! Combination 18-42-3!!!”

Trixie whisked a much smaller box out from Tweak’s bed, and undid the lock. She held up a vial, full of a thin, opaque white fluid. “Oh. Okay. Trixie gets it,” she said.

“That’s the stuff,” agreed Maud.

Starlight took the vial, and made it vanish. “All right, girls. We’re done here.”

“But… but what about me?” whined Tweak. “I’m out five thousand bits!”

“Take it as a lesson learned,” said Maud, as she walked out the door. “Crime doesn’t pay.”

Chapter 2

“Trixie doesn’t understand what the big deal is. Why all the fuss about a little penis potion?”

“It’s a good thing we don’t keep her around for her brains,” said Maud.

“I know, right?” said Starlight. “Listen. Trixie. What’s the ratio of mares to stallions?”

“About six to one,” said Trixie. They were in Starlight’s bedroom in Twilight’s palace, two days later. Starlight and Maud, over Trixie’s vociferous protestations, had decided that they should wait until Twilight was out of town to try the potion. Twilight was off in Canterlot for a government function today, and Spike was off following Rarity around like a lovesick puppy. Starlight had doubled up her usual noise canceling and door lock spells to insure they wouldn’t be interrupted.

“And how do most mares feel about that?” continued Starlight.

“Desperate, frustrated, and ripe for lesbian seduction,” purred Trixie, smiling a slow and sultry smile.

“So imagine if suddenly all of those lonely heterosexual mares could, by giving their girlfriends a sip of a potion, have all the cock they craved?” continued Starlight.

“They’d be… happy and satisfied? As long as Trixie can have a penis, she doesn’t see the problem.”

Starlight shook her head. “We’re dealing with a lot of pent up lust here. They’d be a little more than happy and satisfied.”

“Chaos.” said Maud. “Debauchery. Rioting in the streets. Tumescent mare cocks blocking every thoroughfare. Ejaculate spattered everywhere.”

Trixie sighed. “Okay. That sounds like a good time to Trixie, but she can see where the government would want to discourage that.”

Starlight nodded. “Plus it doesn’t just give you a penis. It also gives you a pair of fully functional testicles.”

Trixie’s eyes widened. “Oh.” Then they got wider. “OH.”

“The potion was developed to gradually increase the birth rate while maintaining genetic diversity.” Said Maud. “Emphasis on gradually.”

Trixie tossed aside her hat and tore off her cloak. “Then give Trixie the potion! Where is it? Trixie will sacrifice for the good of the nation!”

Starlight pulled the little vial out of her pocket dimension, and uncapped it while holding it away from Trixie. “Ah ah ah. I’m going first. We don’t know how this works. You two young sluts have your whole lives ahead of you. If anything were to happen to you, I’d never forgive myself.”

“No!” said Trixie, lunging forward, hooves out. “Trixie wants to make the sacrifice! Trixie!”

Starlight held Trixie back with a magic shield, sipped about half of the potion, capped it, and made it vanish again. “Well, that could have tasted better. Trixie, there’s another dose in there, so cool it, okay?”

“How does it feel?” asked Maud.

“Is anything happening?” said Trixie, examining Starlight’s lower abdomen. “Where does it come out?”

“If feels… strange,” said Starlight. “I’d better lie down for a minute. Trixie, you check Maud’s birth control spell, and I’ll join you two when I’m ready.”

Maud sat up and slid her frock off her body, bopping her hips to imaginary porn music. She mimed tossing a lasso over Trixie and pulled her over, hoof over hoof. They immediately fell to kissing, making wet smacking noises and feeling each other’s bodies with their hooves. Trixie nipped her way down Maud’s body, ruffling and wetting the fur on her thick chest and soft belly.

“On your back, please. Doctor Trixie needs to look at your pussy.”

“I”m fairly certain that’s not how a real doctor would phrase it,” said Maud, rolling onto her back and lifting her hind legs. Trixie ignored her quibble, and busied herself orally appreciating Maud’s backside. Muad’s cheeks were thick, deep and jiggly, and Trixie loved to bite them. She took bigger and bigger mouthfuls of hot pony flesh, digging in her teeth, making Maud’s trademark reserve waver more with each bite.

“Ouch,” said Maud calmly. “Bite me harder.”

From the bed, Starlight Glimmer moaned. Trixie wasn’t sure it was a good moan, but she was too busy to check. Maud tapped a hoof between her legs, and Trixie grinned, and shifted her attention, happy to oblige. She started licking the glossy gray skin of Maud’s pussy and ponut, bathing them with her spit. Maud’s thighs twitched, and Trixe dove in deeper.

“It feels so good,” moaned Maud. “I love the way you lick me.”

“The Great and Sultry Trixie loves licking you. Your pussy and your asshole taste sweet, like a candy cane.” Actually they tasted like skin and mare goo, but that didn’t sound as erotic. Trixie stuck her tongue deep into Maud’s pussy, feeling the hot walls squirm around her, then wriggled her tongue down to her donut-shaped pucker, and worked her tongue inside, shivering at the thrill of doing such a dirty thing. She saw Maud pressing the tip of a hoof to her own clit, and batted that gray hoof away.

“No! No release for you! Trixie wants you mad with pleasure first!”

A muffled scream came from the bed. Trixie wished Starlight would be quiet, she was throwing off her rhythm.

“Do you think we should get up and check on her?” said Maud.

“No! Trixie wants to lick you more! Starlight will be fine!”

“Oh mother of whores that hurt!” said Starlight. “I think it’s done, though.”

✭☆✭☆✭☆✭

Starlight leaned against the headboard of her bed, breathing heavily. The pain of her transformation was fading rapidly, leaving her with a wicked endorphin rush and a shockingly massive purple erection. It was beautiful — thick, tapered, mottled with dark spots. The scalloped edge of the flare kept bouncing off her chest.

Starlight leaned over and tasted her flare. Sparks of pleasure shot down the shaft. A puddle of pre had pooled up near the opening; she licked it up. It tasted like her mare goo, just a little muskier. She shivered, and opened her mouth wide. She was just able to pop her flare past her lips. She moaned around the head — she’d sucked many a dick before this; all shapes, sizes and species. But sucking her own dick was definitely a new sensation.

“Oh wow,” said Maud.

Starlight looked up to see Maud and Trixie peering over the edge of the bed.

“Trixie has never seen anything so beautiful.”

Starlight grinned, and patted the bed on either side of her. Let them get sore jaws trying to suck this thing.

The two mares scrambled up on the bed, kissed her quickly, and set to work wrestling with Starlight’s new pulsing, hungry beast. Tongues and frogs ran over it, caressing, stroking, exploring. Maud’s mouth began to tease her flare, while Trixie kissed lower and lower.

“This is fascinating,” said Starlight. “It… oh buck, yes… the potion seems to have transformed analogous parts of my body. The cock grew from my clitoris, and my labia turned into the sheath.”

“And these?” purred Trixie, nuzzling Starlight’s massive, tight-skinned ball sack.

“I’m pretty sure they used to be my ovaries,” said Starlight. “I could feel them moving down. For Equus’ sake be careful with them.”

Trixie, unfazed buy this grotesque revelation, started lapping at the skin of Starlight’s sack, leaving it wet and glistening. Starlight was surprised how good that felt — her male lovers had always liked it when she did that, of course, but she’d assumed it was more of a conceptual, rather than physical pleasure. It turned out it felt nearly as good as Maud lapping at her flare. “Suck them,” starlight begged.

Trixie was happy to oblige, wrapping her lips around one massive ball. It was so big her cheeks puffed out trying to hold it. Maud popped her full gray lips over Starlight’s flare, pulled her mane back with one hoof, and started bobbing, trying to work as much of it as she could into her mouth. Starlight arched her back and groaned. In spite of Equestria’s shortage of stallions, both mares seemed confident, as if they’d done this before. They also knew to look up at her and keep eye contact while they worked. Starlight stroked both their faces, marveling that at well over forty, she could earn the affections of two such perfect young mares.

“How deep can you go, Maud?” asked Starlight.

Maud shrugged, and dove down. The cock was so thick her gray lips were stretched into a perfect O, but she just kept going, gurgling as the cock went into her throat. The stoic mare made it all the way down to her flare before she started to gag, and then held it there, gurgling, for almost two minutes before she had to pull off, spraying strands of spit.

“It hurts so good,” said Maud dryly.

“Trixie wants a turn!” She grabbed the spit-soaked cock from Maud’s hooves, and pushed it between her lips, wriggling her head from side to side to get it in. She choked almost immediately, and pulled back, eyes watering, drool hanging from her lips.

“It’s not fair,” wailed Trixie.

Maud shrugged, and scooted down to suck on Starlight’s balls.

Trixie set her face in a determined expression. Her horn glowed softly. Starlight whistled, recognizing the spell.

“An oral elasticity spell. Who taught you that, you dirty little slut?”

“Th’ gweat an’ ‘owerful Twixie hath been wanthing to use thith for a long time,” she said, and opened her mouth distressingly wide. Her mouth slid slowly but effortlessly down the shaft, over the medial ring, and down to her sheath, her throat bulging visibly as her flare slid through it and then vanished into her chest. Starlight touched Trixie’s throat and felt her own shaft through a thin layer of skin.

“Maud,” she said, “Help me get her on her back. We need to take full advantage of this.”

✭☆✭☆✭☆✭

Trixie lay on the bed, head hanging off the edge, gripping Starlight’s ass as her hips churned. The cock in her throat throbbed, jamming in and out of her face, thrusting so deep and hard that she wouldn’t have been surprised if the end had started to come out of her ass. Even with the elasticity spell her throat ached from being penetrated by Starlight’s massive shaft. The older mare was relentless, fucking her rapidly, selfishly. Her balls were bouncing off Trixie’s forehead. Trixie could not have been happier.

At her other end, Maud was enjoying Trixie’s body, licking at her pert ass cheeks, sweet pouty pussy, and delicate little ponut. Trixie moaned around Starlight’s shaft. The spell was providing her with a supply of air directly to her lungs, so she could lie here being fucked like this until Starlight busted a nut. Or an ovary. Or whatever.

Speaking of busting a nut, Maud had decided to focus on Trixie’s clit. The wholesome earth mare’s strong tongue pushed against it, mashing it in circles, driving it into her pubic bone. Trixie’s back arched. Her hips started shaking. A boiling was rising inside of her, a raw, burning pleasure. Maud sensed that Trixie was about to cum, and slowed her licking — that bitch — making her cool down, and then pushing her to plateaus of pleasure, grinding and then stopping, guiding Trixie closer to orgasm without quite letting her get there.

Trixe’s horn lit up, and she grabbed Maud by the mane with her magic and tugged her forward, squishing her snout up against Trixie’s pussy. She did the same to Starlight, grabbing her by the tail and making her fuck harder.

“You impertinent little whore!” shouted Starlight, slapping Trixie painfully across the cheek. “Fine, you asked for it.” She put a hoof on Trixie’s throat, and began pumping very hard, pushing her back across the bed, making her tummy juggle, and squashing her ass against Maud.

Trixie loved it. Unable to ask to be slapped again, she started pinching Starlight’s ass with her magic. It had the desired result. Starlight back-hoofed her, and back-hoofed her again. It hurt like a motherfucker. Trixie arched her back, glorying in the abuse. Her pleasure was rising rapidly now, an unstoppable flood. Muscles tensed inside of her, clamping down on the cock in her throat. She gripped Maud’s head with her thighs, trembling as she came. She saw light inside of her eyelids.

When she came to herself again, Starlight’s cock was pulling back, and hot, musky mare spunk was splashing into her mouth.

“Don’t swallow," said Starlight. “Hold it.”

Trixie couldn’t do that — there was far, far too much of it to hold, and lying on her back she couldn’t dribble it out. So she had to gulp down some to keep from literally drowning in cum, but she didn’t think Starlight would notice. Starlight pulled her limp hose out of Trixie’s mouth, and Trixie sat up, cheeks bulging out with cum.

“Swap it,” said Starlight, lying back on the bed. “Me first.”

Trixie held her mane back with her magic, and obediently leaned over Starlight’s open mouth, drooling a long streamer of white, goopy spunk into the other mare’s mouth. Maud lay down with her head next to Starlight’s and Starlight rolled over to kiss her. Cum rolled down Maud’s cheeks.

“Now give it back to Trixie.” said Starlight. Maud rose up onto her hocks on the bed, and scooted across the mattress to Trixie, who knelt on her hocks as well. The kissed, and Trixie felt the still steaming hot cum pouring into her mouth out of Maud’s.

“Now swallow it,” ordered Starlight.

Trixie obeyed, with gusto.

“Oh, look at that,” said Starlight.

“Whoa,” said Maud.

Trixie blinked. Why were they looking at her belly? And why did her tummy feel so full? She glanced down.

“Oh no!” wailed Trixie. “The Great and Powerful Trixie is fat!” She put her hooves on the bulge of her belly. She’d known Starlight had come copiously, but not this copiously. She looked like she was three months pregnant!

“Get used to it, sweetheart,” said Starlight, slapping her ass. “Here, Maud, drink the rest of this.”

“But Trixie wanted a penis next!” wailed Trixie, cradling her belly.

“Nope. You and I are about to get reamed up the ass.”

✭☆✭☆✭☆✭

Maud didn’t know what Starlight had been moaning about. The transformation hadn’t hurt that badly. And now she had a magnificent cock, long, thick, and hard. It was a dark charcoal gray, almost black, and it glistened with the lube Starlight and Trixie had rubbed into it. Now the two other mares were kneeling with their asses in the air and their faces in pillows, masturbating each other with their magic. Starlight’s dick and balls had already vanished, retreating into her body more quickly than they’d appeared. Their plots were beautiful — Starlight’s thick and juicy, lusciously over-ripe. Trixie’s round and firm, a perfect bubble butt. Their tails were held high and to the side, and their docks, plotholes and pussies glistened with the lube that was left over from greasing up Maud’s cock. Their pussies were dripping with natural lubrication as well. But it didn’t matter. Maud had no intention of making any use of those pussies.

Maud started with Starlight. She pressed her flare against the tiny opening, squashing the ponut and dimpling the cheeks.

“Um. How are we going to do this?” said Maud.

Starlight laughed, and slid a thin line of magic into her and Trixie’s asses, then spread it, opening their plotholes a tiny bit. Trixie yelped.

“Don’t worry about me, said Starlight, “I’ve been sticking things up my ass for decades. Just push. I’ll get Trixie ready for you while you do me.”

Maud shrugged, put her hooves on Starlight’s croup, and pushed. She felt Starlight’s ass open for her. Her flare popped inside, followed by inch after inch of glistening charcoal mare dick.

“Does it feel good?” asked Maud.

“It feels incredible,” purred Starlight. “I just love being fucked up the ass.”

Maud had to admit that it felt good for her, too. Starlight was tight all the way down, silky and hot. Having a dick was a novel experience, to say the least. The pleasure wasn’t as intense as what she got from her clit — it was spread out more — but there was a joy in the thrusting that was all its own. She looked over at Trixie, who was gritting her teeth and squirming as Starlight pulled her has open with her magic. It was pretty cute. Maud liked at the way Trixie’s insides glistened, pink and healthy, and couldn’t resist sliding a hoof across her perfect blue ass cheek and pushing it inside.

“Yipe!” said Trixie, opening her eyes wide.

“Sorry,” Said Maud,” I should have asked.”

“No. Don’t stop. Trixie loves being fucked up the ass, too.”

Maud ground her hips forward until her balls were pressing against Starlight’s dripping pussy. Then she started to hump, hips slapping Starlight’s ass, smiling as her thrusts sent ripples through Starlight’s soft flesh.

“Wow,” she said. “This feels amazing.”

“Do me,” whined Trixie. “Your hoof isn’t enough. Trixie needs her ass ruined!”

“Okay,” said Maud. “I think I can handle that.” She pulled her cock out of Starlight, the end coming free with a pop and leaving Starlight gaping. She scooted over, and pushed her cock inside Trixie. Maud’s cock was much thicker than her hoof, and it made Trixie wince and bite her pillow as it slid inside. Maud pulled those round blue cheeks apart, watching inch after inch vanish inside of Trixie until she, too, was impaled balls deep.

“Hard,” Trixe moaned. “Trixie wants to feel her face hitting the headboard.”

“Okay.” Maud grabbed Trixie by the hips and started thrusting, slowly at first, but picking up speed. She decided to take Trixie literally, and gripped the headboard with her hooves. Her thrusts jerked Trixie forward, pushing her head off the pillow and knocking her noggin against the hard wood.

“Ouch!” squealed Trixie, but Maud ignored her. She pounded, harder and harder, making Trixie’s cum-pregnant belly sway and slosh underneath her. Trixie yowled, and her ass clenched down painfully on Maud’s cock, squeezing it until it felt like it would burst. Maud kept going, even though she was pretty sure Trixie had just come. She felt like she could do this all day. She looked over at Starlight, who was shoving magic up her own pussy and ass, and watching them fuck with a dreamy expression on her face.

“How did an evil old crone like me wind up with a couple of hot young sluts like you, hmmm?” said Starlight. “I definitely don’t deserve this.“

“You’re just lucky, guess,” said Maud, one corner of her mouth twitching up. “I want to do you again.”

Starlight nodded, and Maud pulled out of Trixie’s ass, leaving her twitching and drooling, her ass gaping wide enough to drive a hay cart through. Starlight leaned over to give Maud’s cock a dainty sniff, and nodded in satisfaction. “Same treatment please. I need my ass utterly destroyed.”

It was no trouble for Maud to get her cock in Starlight’s ass the second time. She shoved it in, grabbed the headboard and went to town. Starlight’s snout hit the wood with an audible thump, and she yelped, turning so the top of her head was hitting instead. Maud closed her eyes, feeling Starlight’s ass muscles squeezing her. The older mare did something wet-sounding to her own pussy with her magic, and the Starlight was coming, squeezing Maud’s cock even harder than Trixie’s ass had. Maud shuddered with pleasure, and humped harder. Starlight was already coming again, harder than before, and the sound of her moans and her head hitting the headboard was causing an unfamiliar clenching burning sensation in Maud’s brand new balls. She looked sideways at Trixie. Seeing her lying there, almost unconscious with pleasure, her perfect figure enhanced by the roundness of her cum-filled belly, was too much for Maud. She shouted, once, and pushed forward so hard that Starlight rolled up into a ball, her head between her hocks looking up at her ass. Blazing pleasure ripped through Maud, and she felt herself squirting, over and over, deep in Starlight’s body.

“I came in you,” said Maud. “Sorry.”

“Don’t be,” said Starlight, grinning up at the sight of Maud’s cock in her ass. “I didn’t know I could even get in this position. And at my age!”

Maud withdrew her cock. She watched in amazement as cum dribbled out of Starlight’s gaping asshole and trickled onto the older mare’s nose. She was even more amazed when Starlight opened her mouth and let it pour in. She’s swallow and open her mouth again, filling up several times before Maud’s copious ejaculation ran out.

“Wanth thome?” said Starlight around the last mouthful.

“I’m good, thanks.” Maud wasn’t a squeamish mare, but eating ass cum was a bit much for her. Starlight shrugged, and swallowed. “Your loss.” She rolled over onto her back and put her hooves on her bulging tummy, then cuddled up next to Trixie, who was already snoring. “Look at me, I’m cum pregnant too!””

Maud lay down next to them, stroking their full bellies until she and Starlight fell asleep.

✭☆✭☆✭☆✭

They spent all day in bed, waking up from time to time to make love, in pairs or as a group. The potion had taken a lot out of Maud and Starlight, and Trixie never passed up a chance for a nap. In the morning, they all bathed, and came back to bed for another cuddle.

“The cock thing was fun,” said Maud. “To bad it’s all gone.”

“Trixie didn’t even get a chance to have one!” Trixie whined, laying her head on Starlight’s now normal-sized belly.

Starlight smirked. “Yes. Because of course I used the potion without first taking a sample.” She made a small vial with a tiny puddle of white at the bottom appear. “I should have no trouble reverse engineering this. After all, it would be a shame if it were to fall into the wrong hooves.”

Trixie squeezed Starlight, and squealed with delight.

Maud allowed herself a little evil cackle. “Ha. Ha. Ha.”