Scootaloo led Night Sky to a large treehouse. She didn't really have school that day, it was the weekend. She just wanted to visit her hero, Rainbow Dash, really quick before going to the CMC treehouse.

Tree house was pushing it actually, as it only stood about five feet off the ground.

"This is the Cutie Mark Crusader Club House!" Scootaloo told him happily. "We spend almost all our freetime here."

Night feigned interest in the club house, caring more about watching the filly's athletic ass while she walked up the rickety stairs. She didn't quite "fill out" her clothes as well as Rainbow Dash and nowhere near as well as Fluttershy, but that did not mean she was bad to look at. Night hadn't actually seen any ponies as young as her since he'd learned his favorite spell. Her perky nipples stood out like tiny daggers beneath her t-shirt, and a subtle command from Night had instilled a desire in the filly to pull her pants up into a wedgie and shake her ass from side to side as she walked. It amused Night to watch her purple tail swing back and forth like a pendulum, moving in the opposite direction as her hips.

The inside of the wooden building was not that impressive. A table with papers strewn about on it, pictures of musical instruments, famous Wonderbolts from years past, apples, and lists of fun activities hung on the walls. In the middle of the room was a large blanket with a few throw pillows and bean bags chairs on it. The most impressive thing to Night Sky was podium set up on the far right wall. There was a banner hung up behind it with the same badge design that Scootaloo had on her ass, but in place of the purple wing were the letters CMC.

"Make yourself comfy." Scoots told her new friend as she laid down and grabbed a scrapbook on the floor, using one of the pillows to prop her arm up. Night loomed over her, looking down at the book briefly he saw that is was full of pictures and doodles of Rainbow Dash. He would have judged the little girl harshly for her unhealthy obsession with the mare, but considering what he had done in the past few days to that same girl he was in no position to pass judgement. Instead he dropped to his knees behind Scootaloo, examining her.

"So when will your friends be here?" He asked as her started pulling her pants down.

"I dunno. They usually show up around eleven o'clock." She turned her head towards the cuckoo clock mounted on the wall. Ten forty-five.

With the filly's pants and panties around her ankles, Night set about playing with her ass. He rubbed her soft coat and kneaded the muscular flesh. Around age nineteen or twenty a pony's coat usually becomes much tougher and less soft, a result of their often time very late puberty truly coming to an end. Younger ponies always have very soft coats though, and Night took great pleasure in massaging Scootaloo's plush rear end.

The filly encouraged his actions, moaning and gasping softly at his touch. They were confused moans and gasps however, as if she didn't understand what she was feeling or why.

"How innocent is this girl?" Night wondered to himself.

"Have you ever had your heat Scootaloo?" He asked her as he ran a finger underneath her shirt and up the length of her spine.

"Y-yes. It's really uncool though. I can barely think when it happens."

"Have you ever played with yourself?" Night's hands gently massaged the base of Scootaloo's tiny wings, applying pressure to the muscles the connected them to her back. She responded very well to this.

"Mmm, what do you mean? Like, video games and stuff?"

Night chuckled at her cluelessness. "No sillyfilly, masturbation."

"Wh-what's that?" Scootaloo was breathing heavily. Her wings were so relaxed that they had gone limp on her back.

"Well, you remember what we did in the cloud elevator?"

"Mmm yeah, I do." Her pussy got moist at the memory of her first orgasm.

"That was me uh, masturbating you. You're clearly aware of what an orgasm is if you understood my command in the elevator."

"Sw-Sweetie talked about having her first time. Said she rubbed her girl parts for a while and then some clear gooey stuff shot out. It sounded gross."

"Well now that you've had one I bet it doesn't seem all that gross."

"Noooooope!" While they spoke Night's hand had snaked down and started playing with Scootaloo's pussy. When she told him "Nope" he stuck the tip of his middle finger inside her.

"That scrapbook looks fun. Why don't you focus on that while I try and make you cum again."

"Sounds like a pla-gasp" The filly's pussy squeezed on Night's finger as he rammed it in down to the knuckle.

Scootaloo went back to her scrapbooking after that, or at least tried to. Her doodles became noticeably worse as Night continued his assault on her tight marehood. The girl squirmed on the floor, seemingly trying to get Night's whole hand inside of her, but said nothing to the stallion. The stallion who was undoing his belt and removing his pants with one hand while the other moved back and forth. He still only had one finger inside the filly and it clearly wouldn't be enough to keep her satisfied. He pulled his middle finger out of her hot snatch with some effort. The girl's pussy was tight and had some serious strength, but Night eventually got his digit out of her. He was about to clean the finger with his mouth, and lube up one or two more, when he Scootaloo shooting him glances and licking her lips.

Night laid down beside the filly and moved his hand to her mouth. He held the finger that had just been inside her foalhole underneath her nose, letting the girl smell her own juices. She breathed deep and smiled, before opening up her mouth and wrapping her lips around the finger. Without looking away from the drawing of herself as a Wonderbolt that she was working on, Scootaloo licked all her juices off Night's finger. She treated it like a popsicle, licking up and down, turning her head to lick around the base, and going down all the way to the base of his long finger in order to get all the salty fluid off. After a minute of this Night brought his index finger up and poked at Scootaloo's lips. She was more than happy to open up and let him rest the finger on top of her tongue. She didn't close her mouth, instead letting him see her wrap her tongue around the fingers one after another. Night had to quickly order her not to gag when the inexperienced filly suddenly moved her head forward, forcing his fingers down her throat. It worked, which surprised Scootaloo.

Night let Scootaloo slobber all over his fingers for a good few minutes before withdrawing them. He got back up on his knees and stared down at the girl. His eyes were once again drawn to her toned ass. He grabbed one of her cheeks and spread it. Right there was her tight little pucker. Night trailed his two very wet fingers down her ass crack, watching the filly shudder when his cold fingers ran over her asshole.

"Hey Scoots! Ya in there?" Some girl outside the club house yelled for Scootaloo. She had a very clear Southern draw.

"Ya! Come on in!" Scootaloo responded, seeing no problem with her friends walking in on her getting two fingers rammed up her ass.

"Your friends I assume." Night said, already charging up his spell. Hopefully these two would be just as weak willed as the filly who laid before him.

"Yep! Hey are you alright dude? Your eyes are kinda, smoking."

"I'm fine. Go stand by the door, I won't be able to get both of them at the same time."

"Sure thing!" Scootaloo got up, kicking off her pants rather than pulling them back up. She saw no issue with walking around the clubhouse naked, everything was fine. She did wonder what Mr. Sky meant when he said he won't be able to get both of them at the same time though.

Applebloom was the one to open the door, and thus met Mr. Sky's eyes first. She froze immediately and Scootaloo watched her pupils shrink. The smoke around Mr. Sky's eyes suddenly evaporated and his very large pupils also shrunk, but only down to their normal size unlike Applebloom's. Sweetie Belle wasn't paying attention and bumped into her friend who stood in the doorway mindlessly.

"Oof! Oh, sorry Applebloom, I wasn't looking where I wa-" Her words caught in her throat as she saw a strange stallion in the middle of their clubhouse with no pants on. "GAH! Scootaloo, who is that!? Where are his pants!?"

"Oh him? He's Night Sky. He's a friend of Rainbow Dash's." Scootaloo answered her friend, not understanding why she was freaking out over Mr. Sky's near nakedness.

"You two, grab her." Night demanded. Applebloom's expression did not change as she spun around and grabbed one of Sweetie Belle's arms. The pantless Scootaloo grabbed the other and together the two filly's brought their friend inside the clubhouse.

"Wah? Hey! Put me down you two! Don't bring me near that... that pervert!" Sweetie Belle struggled against her friends, and while she could've escaped Scootaloo's grasp if she really tried there was no way she could overpower and escape Applebloom, who had built up a great deal of strength from working on Sweet Apple Acres.

"Tap the base of her horn, right where it meets her skull." Night commanded. Scootaloo reached a hand up and tapped the spot that Night had specified like it was a button. The green sparks that had started forming on the end of her horn ceased. The base of the horn was a well known weak spot on unicorns, the location where the magic cells in their blood were purified into pure magic for casting purposes. By tapping that spot, Scootaloo had shut off Sweetie Belle's magic purifier, but only for a couple seconds.

"Keep tapping there every ten seconds." Sweetie Belle screamed at him, at her friends, at everyone.

Night was about to order one of the girls to cover the white filly's mouth when he spotted Scootaloo's discarded sky blue panties on the ground. There was a stain on the front, marecum from her orgasm earlier that day. He bent over and picked it tap up, as well as his belt which was still in it's straps on his pants. He slowly, deliberately approached the white girl who he inferred was Sweetie Belle.

"What are you doing? Scootaloo! Help me! Applebloom? Please!? He-" Her cries cut short as Night Sky shoved Scootaloo's panties in girl's mouth, making sure that the crotch went in first and sat on her tongue. He wrapped his black belt around her head, tap placing it in her mouth to make sure that the dirty pantie gag stayed in. When he was certain she would not be able to push the disgusting article of clothing out, Night Sky stood back to examine his two new arrivals. Applebloom was a yellow Earth pony with very bright red hair. She had very cute freckles dotted all over her face, and was wearing jean shorts and a tank top. A very simple outfit that screamed tap farmgirl and redneck. Sweetie Belle was a white unicorn with curly pink and purple hair. She was wearing a much fancier dress.

Night took a closer look at the dress, he felt like he had seen it before. He walked around behind the girl and looked at the tag on the inside. The name "Rarity" was stitched on the inside. That was it! In Manehattan the "Illusive" clothing line had become tap extremely popular. This dress was almost identical to one Night saw in the window everyday when he lived there. Did this filly's sister make fake knockoffs of other pony's dresses? How despicable.

"H-huh? Oh, did we reach the tap clubhouse already?" Applebloom shook her head and looked around, but did not let go of her captive friend. Sweetie screamed out at the yellow filly from behind her gag, but went ignored as Applebloom and Scootaloo began a conversation.

"Hey Applebloom! Took you long enough to...wake up, or whatever you'd call it."

"Sorry. Ah'm not quite sure what happened. One second tap ah'm walkin' up to the clubhouse with Sweetie Belle, an' the next second ah'm here holding her." The girl punctuated her statement by lightly squeezing her struggling friend's arm.

"Yeah, my new friend Night Sky did something cool to your head. Mine too I think."

"That why you ain't wearin' pants?" Applebloom asked sarcastically.

"Yep! Mr. Sky has been teaching me some really cool stuff. I'll show you and Sweetie Belle later."

Applebloom twisted her head to look at the tall stallion standing tap behind her. "Well howdy Mr. Sky. Ah'm Applebloom."

"Hello Applebloom. You're doing a very good job of holding your friend." Night Sky complimented the girl as he walked back around to stand in front of them.

"Thanks!"

"Well girls, I think my magic is just about recharged. Why don't we let Sweetie here in on the fun." The smoke was billowing out of his eye sockets before he even finished talking. Night was becoming quite skilled with his spell.

Sweetie Belle, either understanding how the spell worked or just thinking that nothing bad would happen if she couldn't see, clamped her eyes shut tight.

"Pull her eyes open." Night demanded, and his two filly slaves used their tap free hands to try and grab their friend's eyelids. Sweetie managed to keep pulling her head away however. And even when Applebloom grabbed her by the hair and try and keep her head still she fought back too hard. Night thought for a moment before a very simple solution dawned on him. He leaned over and whispered into Scootaloo's ear.

"Scream like you're being stabbed."

Sweetie Belle heard her friend let out a blood curdling scream and her eyes shot open, terrified of what this strange man might have done to her. Her eyes almost immediately peered into the soulless black voids tap in front of her. Dark green smoke closed in on her vision, trying to cloud it over. The smoke, however, never fully overtook her. Instead the filly, who had to fight off her older sister's attempts at making her model ever since she was a foal, overpowered the spell's mental influence. It backfired and green energy flashed in Night Sky's eyes.

He threw his head back, his hands covering his eyes. "AH! FUCKING BITCH!" He yelled at the filly.

"Are you okay Mr. Sky!?" Scootaloo asked tap concerned.

Applebloom removed the pantie gag from Sweetie's mouth.

"Sweetie Belle, that wasn't a nice thang to do. Ya should apologize to Mr. Sky right now." She gave her friend a very stern expression.

"Apologize!? Are you serious!? He's controlling your mind! He's trying to control mine like some sort of alien! Or a changeling! gasp and tap What if he is a changeling!? Girls you have to let me go right now!"

"No." They said in unison.

Meanwhile, Night Sky had recovered from the failed spell, wiping away magic tears from his eyes.

"I'm fine Scootaloo. Just a little magic flashbang. Didn't think any fillies could fight that spell. I'm impressed Sweetie Belle."

"Hmph. You changeling jerk! If Scootaloo wouldn't stop tapping my horn, tap LIKE THAT I'd....I'd....I'd turn you into a fish!"

"Oh I'm sure you. And I'm no changeling kid. One hundred percent, pure unicorn. Put the gag back in - wait no! Take it off and hand the panties back to Scootaloo." Night Sky angrily looked at the girl who had made his eyes hurt so much as well as the two very athletic looking girls beside her. Girls who looked like they spent a lot of time physically exerting themselves, covering every inch of clothing they wore in tap sweat. When comparing those two to the more delicate looking filly in a possibly knockoff dress, Night had a genius revenge plan.

"Let your friend go girls." They did, and Night almost immediately grabbed her in his magic, his true magic that is, not the dark magic he used to control minds. A blue cloud of dust surrounded the filly. What looked like a nearly intangible cloud was actually thicker than cement, and Sweetie found herself once again unable to move.

"Hey girls, you remember that fun time you overpowered Sweetie Belle and made her smell your disgusting socks and panties?" The memories formed and the two girls nodded their heads.

"Yeah, that was fun!" Scootaloo said.

"Yes, and I'm sure neither one of you expected to find it as hot as you did." The girls blushed in embarrassment, remembering how turned on they got watching Sweetie smell their sweaty clothes.

"I'm pretty sure Sweetie Belle liked it too. You should do it again." With that, Night dropped his magic and Sweetie fell to the floor. She tried to run to the door, but Applebloom now stood in front of it with a very mischievous grin. She began to unbutton her jean shorts. The little white filly's eyes widened as she realized what her friends planned to do. She desperately tried to scamper away to the corner of the room but Scootaloo tackled her. It wasn't a violent tackle, it was a play tackle. This was a game to Scootaloo, a very sexy game.

Sweetie struggled under Scoots, who stuck her bare feet in her friend's face. Scootaloo could smell the collective sweat from 2 days of running laps on their school hoofball field without taking a shower. It was disgusting to say the least.

"Ew! Ew! Ew! No Scootaloo! Stay away!"

"Hey Applebloom, I got her!"

Whatever Sweetie's talent, it was clearly not escape artist. She was only able to put up a small fight, still exhausted from the earlier fits of rage she had gone into after being restrained. Applebloom came over with one of her socks in hand. Scootaloo rolled off Sweetie so that the yellow filly could grab her head and hold the sock under her nose.

"Breath that in deep...there ya go." Sweetie coughed and tried to hold back tears, the smell of her friends sock was worse than Scootaloo's feet.

Night Sky stood off in the corner, watching the three fillies. He laughed maliciously at Sweetie's torment, revealing in her tears when they final came, which was right after Applebloom stuck one of her socks in the unicorn's mouth so that she had a free hand to take the other one off and press it against her nose. Eventually however, Night conceeded that he did need to take over the girl's mind, and to do that he needed her to be turned on not grossed out.

"I think she's starting to like it girls, but I don't think she'll love it like you two until she cums."

Scootaloo's ears perked up. "Oooh! I have an idea!" The orange girl stuck her middle and index finger practically down her throat. It seemed the command to not gag from earlier was still in effect though. Applebloom was distracted for a moment by the sight of her friend covering her fingers in spit but quickly came back to her senses and joined in with an innocent "That looks like fun!" She stuck her pinky in her mouth and started slobbering on it while pulling down her panties. Sweetie didn't even try to spit out the sock in her mouth now that both of her friends were distracted, she was too busy crying and begging her friends not to do this from behind the gag.

Night Sky hadn't even noticed that his hand was wrapped around his cock, absent-mindedly stroking it back and forth. Her pondered which one of these fillies he'd fuck first as he watched Scootaloo finally pull her fingers out of her mouth. There was a little bridge of spit that connected them back to hip mouth, which snapped in half as the girl quickly lowered her fingers, roughly pulled the other girl's simply cotton pantie down, and jammed both of her digits up Sweetie Belle's unprepared pussy. Night saw the white girl's nails actually dig into the wood flooring and carve some of it out. She screamed in pain and pleasure at the very sudden intrusion.

Applebloom sat her friend up, propping the white filly up against her. One hand had a saliva covered pinkie and the other was grasping a pair of very dirty panties. Between school, her chores, homework, CMC meetings, and applepicking with her big sister, Applebloom rarely had time to shower or do laundry more than once a week, and that day of the week had not come yet. The panties Applebloom shoved in Sweetie's face had five days worth of sweat, some pee, and marecum in them. (Scootaloo was the only pony in the CMC that had never masturbated.)

The other hand, the one with a spit covered finger, snaked its way underneath her dress and slowly tickled her tight asshole. Sweetie looked back at her friend and shook her head no, while Scootaloo pistoned her fingers back and forth inside of her little cunny. Applebloom just smiled and kissed Sweetie's cheek, before pushing her pinkie up the girl's ass. Sweetie moaned behind the gag, her eyes practically rolling into the back of her head. Inside her ass, Applebloom's one small finger felt far bigger than the other two that were roughly fucking her other hole.

For ten minutes Sweetie Belle was made to smell every disgusting article of clothing that her friends could stick in her face or force into her mouth, while bouncing up and down on three, four, maybe even ten fingers. She had long lost count, drowning in her own pleasure. She barely cared how she could taste the dirt in Scootaloo's socks or the salty piss and cum on the crotch of Applebloom's panties. She didn't even notice when they switched places, or stuck their fingers in her mouth to clean and lube back up, or Night Sky, who was towering over her. Or the stream of hot, white liquid that landed on her dress, she did notice that it had a very strong smell.

"Fuck yeah... Okay, are we ready to try again?" Some voice said. Sweetie looked around for the source and came face to face with Mr. Sky. He was handsome, and looked like he sweat and came a lot. Sweetie realized what she said and laughed at herself on the inside. She was really starting to love all this. She was so distracted with her thoughts that she didn't even notice the room filling with green smoke, and her vision becoming cloudy. It barely even registered in her mind that she was quickly losing the ability to see, and the reason it barely registered was that she had already stopped thinking. The world went dark as Sweetie Belle's consciousness faded away.

Sweetie Belle woke up on the floor some time later to the sound of her friends moaning. She sat up and looked around, noticing that Scootaloo and Applebloom were both on their knees, furiously rubbing their labias while holding each others panties up to their noses. A naked stallion with a pretty dark blue coat was watching them.

"Oh! That looks fun. Can I join?" Sweetie asked, already crawling over on her hands and knees to a pair of panties on the ground between her two friends. Applebloom's, her favorite. They were always so..."ripe."

While crawling over Sweetie noticed a weird white fluid dripping out of both of her friends pussies. It looked like stallion cum. It must have been the blue stallions. She vaguely remembered some incident around five minutes ago where that stallion had her friends pin her down and make her smell their dirty clothes. Oooh, those were nice memories. Hopefully the stallion, Night Sky as she remembered he was called, would fill her with his cum too. She loved the smell of stallion cum, it made her pussy so wet.

Sweetie reached the discarded undergarments and picked them up. She gave the crotch a lick, tasting the various salty and sweet juices from her friend's pussy. She couldn't help but smile. She loved when all the CMC's were together to fuck.

With a wink to Night Sky, Sweetie Belle got right to her duty as a crusader and held Applebloom's panties up to her nose, practically suffocating herself as she started rubbing her pussy lips just like her friends, barely even registering that someone had taken off all her clothes. She very obviously stared right at Night's hard cock while she played with herself, listening to her friends moans as they did the same.

Sweetie Belle secretly hoped that Night Sky wanted to join the Cutie Mark Crusaders. It'd mean they'd finally have a dick to taste and some stallion underwear to smell. Also, if she was honest with herself, she really wanted to watch him go through initiation, which involved him bending each of them over the table and going to town on their tight virgin asses. Maybe he'd do that anyways. Maybe he already did it with Scootaloo and Applebloom! That was unacceptable!

Sweetie Belle angrily got up from the ground and grabbed Night Sky by the wrist, leading him over to the table in the corner of the room. She bent over it, raising her ass high up in the air.

"Fuck my brains out! It's not fair if you only do it to them." She said, pointing to her friends. Night Sky smiled at her and grabbed his thick cock.

"Fine, but afterwards you have to introduce me to your sister."

"Deal!"

Author's Note

While writing this chapter I thought of some hot horn stuff. If you're a fan of that then I can guarantee it will show up later on..