The ultimate surprise

Dillan moaned softly as Celestia made Rainbow move up and down on him, biting his lip. "F-fuck!"

Rainbow moaned and flapped her wings. “O-oh sweet Celestia this feels amazing!”

Shining moaned as Cadence slid him inside her. “Mmm this is going to be fun~”

Twilight gulped and leaned back, showing off her pussy as she stroked her clit in front of everyone. "T-this is s-so wrong!" She moaned as Pinkie pie vanished in a puff of smoke.

“Twilight dear, just relax and enjoy, as a princess you won’t have many moments like this.” Celestia said with a smile as she bit her lip.

Fluttershy whimpered and stroked her own clit gently, glancing at Rainbow and Dillan more as Pinkie came back with a box of sex toys that everyone took one of.

"FUCK IT!" Dillan shouted, shocking everyone as he stood up, and laid Rainbow out on the table in front of everyone slamming into her at full speed. Rainbow shouted and moaned wildly as her eyes rolled into the back of her head, his dick creating a bulge in her stomach with each thrust giving everyone a good look at his member as Pinkie measured it.

"Wow!" She whistled. "Nearly thirty inches! The largest I've measured is twenty one!"

Cadence moaned softly as she started to ride Shining’s cock. “Well he did say he becomes the perfect version of us.”

“D-dear, I think we can talk about that later.” Shining said as he reached up and rubbed her wings.

"S-sound like my b-big brother is jealous." Twilight said, glancing at Cadence and Shining armor as the alicorn rode her brother's dick.

"Of course he is darling, stallions are always insecure about that stuff." Rarity said, moaning as she openly played with her own pussy in front of Dillan and Rainbow biting her lip as she watched Dillan pound away at her friend whose tongue was out with a giggle bubble.

Shining snorted before he leaned Cadence over the table and started thrusting in and out of her. “I am not jealous!”

Cadence moaned out as she smiled back at her husband. "Of course you're not dear, you're the best!"

"D-debatable!" Rainbow moaned out as Pinkie giggled a bit.

"Do we have a fuck off?" She asked, a vibrator deep in her ass and pussy

“P-pinkie dear, could you-” Rarity started before Applejack interrupted.

“Both of ya shut it and just enjoy the show, ah haven’t gotten off in months!”

Dillan grinned at hearing that, before his horn began glowing and all the mares without a dick in them became tied up as he slammed into Rainbow dash harder. "Oh really? I'll help you once I'm done with Dashy!"

They blushed and wiggled as Celestia, Luna, and surprisingly Fluttershy let out a moan of surprise. “Oh my.” Cadence said with a moan. “Can you handle them all Dillan?”

“i…I don’t know about Celestia and Luna b-but Cadence is amazingly tight even after our time together.” Shining siad as the other princess purred and lifted their tails.

Dillan smirked a bit as he pulled out of Rainbow dash, revealing his long hard black cock with heavy orbs as it twitched excitedly a single long thick vein running down it from tip to sheath. "Oh I'll find out."
He smirked more as he looked down at Rainbow dash who had passed out from over stimulation as a large puddle of her juices sat under the table. "Who's first?"

“We wish…no need you sir Dillan.” Luna said as she wagged her tail and spread her scent.

Dillan grinned a bit as he walked over to Luna his member dripping with Rainbow's juices as it bobbed up and down. "So you want to be first after Skittles huh Luna? I bet you're the most pent up, a thousand years on the moon and I bet all the stallions are too afraid to fuck you." He said, nipping at her ear while rubbing her wings letting her know he had what she needed.

She moaned and closed her eyes. “Yes! please!”

Dillan smiled and lifted her chin, kissing her hard and deep as his member poked her entrance, their tongues entwining and swirling as he slowly lifted a hoof making Celestia grin as he smacked Luna's flank hard.

Luna moaned out loudly as the two deepened their kiss, as she rubbed herself against his member before he suddenly thrusted into her with a happy moan from them both. "Y-yes! Please! Breed us!" Luna moaned out, shocking everyone.

"Y-you want him to breed you Luna?" Celestia asked in shock as she watched her sister taking the longest pony cock in history.

"Yes! We don't care! We need to feel his seed inside us!" Luna moaned out as Dillan slammed into her harder and faster, making him moan.

"D-damn sorry Luna, but-" He said, before Luna pushed him back and started riding him.

"No buts!" She moaned out with a happy whinny. "We have been through too many heat seasons to not finally receive a foal!"

Celestia blushed and giggled. “Oh dear, it seems Luna has hit her heat cycle, Dillan be warned Alicorns can be…” She started, trying to find the right word before Shining said with a moan.

“Insatiable!”

Dillan moaned out but glanced at Rainbow dash, before grinning. "Oh that's fine, I have stamina for hours! Oh and I'm not even at my hardest!" He said, forcing Luna onto her back as he slammed into her even harder. The map table shook and buckled under his intense thrusting as Luna wrapped her legs around his waist.

"Do it sir Dillan! Put your foal in us!" Luna moaned out as Rainbow stirred from her fucked out state.

"W-what…" She mumbled, slowly rolling over as everyone watched Dillan slamming into Luna. "D-did she say she wanted his foal?"

"Indeed, my sister has gone into heat and wishes for your colt's foal." Celestia said with a grin. "Will you allow that?"

Luna moaned out as she looked at Rainbow dash with pleading eyes, her desire for a foal shining through wildly as Dillan looked at his mate as well. "I won't do it unless you say so Skittles."

Rainbow dash blushed and looked down a bit, before smirking as she walked over to them and moved her tail. "Only if you put one in me first."

Celestia giggled as her horn began glowing, sending Rainbow into heat as Dillan pulled away from Luna who whined. "N-no please…"

Dillan smirked and turned human again, before turning into a small white creature and creating a duplicate of himself. All the mares stared at the small white creatures in confusion before they each turned the ultimatrix symbol and both turned human before becoming two alicorn stallions. "How about both at once?"

All the mares star in shock and Shining whines. “That's not fair!”

Dillan chuckled at the unicorn stallion as the two alicorn males thrusted into the two mares in front of them. "Hey man, no one ever said I couldn't use other forms." He said as Luna and Rainbow moaned out loudly.

"Not to mention, if you want to we can give you a feel." The clone said, making shining armor blush as he came inside of Cadence earlier than usual.

"Oh I think he likes that idea." Cadence said with a grin, slowly pulling off her husband with a moan as his cutie mark appeared over her womb. "Looks like Flurry will have a baby sibling!"

Shining looked at her belly and blushed. “O-oh boy…”

Dillan and the clone moaned as they slammed into the two mares harder, as Dillan looked around at the other mares. "ok, before anything else. Who else wants a foal?"

The mares looked at each other with blushes and Pinkie started to lift her hoof but Twilight used her magic to lower it. “I wouldn’t mind if you and your mare friend don’t.” Celestia said with a smirk. “Though if your seed doesn’t have enough magic it will burn up before reaching my egg~”

Dillan grinned at her before suddenly using his magic to pull her over and kisses her suddenly, making the guards stare in shock as the princess's wings shot open. "Don't think I didn't see that hoof." The clone said to Pinkie with a grin. "Get that sexy flank over here."

Pinkie giggled and hopped up onto the table as the clone came hard inside of Rainbow dash, her stomach bloating and swelling along with Luna's as Dillan emptied himself into her causing both mares to moan out loudly as the ultimatrix symbol formed above their wombs. "F-fuck!" Rainbow moaned out.

“D-dillan.” Twilight said as she rubbed her thighs together. “I don’t think giving Pinkie a foal is a good idea.”

Fluttershy whimpered as she wiggled in her seat, as Applejack bit her lip watching as the Pegusus and Alicorn's stomach still grew with seed before the human and clone pulled out of them with moans. "Why not Twilight? She's great with kids, I'm sure she'd be a wonderful mom."

Twilight bit her lip a bit as Dillan and his clone pushed Celestia's and Pinkies heads down to their shafts. Pinkie happily started cleaning the shaft of the clone, playfully nibbling and licking it as she did.

Celestia on the other hoof got on the ground between his legs, taking the shaft down her throat easily as she fondled his balls. "D-damn, after a thousand years you really do know your stuff!" Dillan said with a moan, as Celestia smirked at him with a blush.

"T-this is torcher!" Applejack said, wiggling more as Rarity bit her lip.

"W-we couldn't agree more…" Her and Fluttershy said, as the two squirmed.

Some of the mare guards fidget as they watch and Shining cuddles Cadence. “If Dillan wants he could copy himself for all of you, but he better use a condom for Twilight.”

Dillan shook his head as he thrusted into Celestia's mouth, moaning softly as the clone started slamming into Pinkie pie. "I could, but the more clones I make the more my personality would be split. That could lead to trouble… and no, no condoms." He said with a smirk at Twilight who blushed and wiggled her hips more. "She doesn't seem to want me to use one."

Everyone at the table looked at Twilight who blushed and looked away, as Applejack shook her head. "Dang boy, three out of the four legal Alicorn's want yer foals. What is the heat season starting early?"

Celestia pulled off of Dillan’s cock before saying. “It seems so, though I did help with Rainbow.” She giggled and went back to sucking Dillan.

Dillan moaned out before smiling as his clone came inside of Pinkie pie, making her moan loudly as the ultimatrix appeared over her womb. "Who should I pound next? I'm sure the original Dillan wants to take Twilight…."

"I sure do." He said, using his magic to lift Twilight up and rest her on the table in front of him.

"Eep!" Twilight said, gulping a bit as she looked at Dillan.

Dillan smirked at her. "Spread."

She slowly and shyly spread her legs. “I…um…please be gentle.”

Dillan smiled softly as he slowly began licking her folds, holding Celestia to the base of his cock as he came down her throat. The two Alicorn's moaned as Celestia slowly pulled off his cock, as her horn began glowing making magical dildos in the shape and size of Dillan's cock appear and enter the mares in the room. And Shining armor.

The mares moan loudly and Shining gasped and got hard. “aaahh~”

Dillan looked around as Celestia, lapped away at his dick while Twilight moaned and rolled onto her back. "Ok you two, I think Twilight has been a virgin long enough. But you don't have to worry Celestia. I have something planned for you." He said with a grin, standing up as he rubbed himself on Twilight's pussy, his horn igniting as Twilight felt his magic on her womb.

She blushed and looked down at Dillan. “I…i want it but don’t…damn this heat.”

Dillan smiled and licked her neck, sending sparks through her as he rubbed her wings. "Don't worry, I just used a spell to ensure you won't get pregnant…. But no one else knows that." He whispered as he smirked at Shining armor, noticing how hard he was as he watched his little sister about to get fucked.

"U-um…" Shining armor mumbled as he watched his sister beginning to be pride open by the alicorn cock.

Cadence giggled and used her wing to stroke Shining's cock. “My my my, Shiny are you getting harder?”

"N-no!" Shining armor said, as Dillan slowly thrusted into the unicorns nerdy little sister

Twilight bit her lip and moaned, wrapping her arms around Dillan's neck as she kissed him deeply, getting into it more than anyone would have thought.

Rainbow giggled as she rubbed her belly and watched. “Dillan you are so naughty.”

"Oh you want naughty huh?" He asked as he lifted Twilight up, as his clone slowly pushed into the book horse's butt causing her to shout and moan as both alicorn males slammed into her hard.

"O-oh darling I wish I was her." Rarity moaned as the dildo in her vibrated wildly.

Rainbow giggled and smirked. “Are you sure Rarity? I wouldn’t think you'd like anal.”

"S-says the mare that has had her heat finished! " Applejack said, moaning watching as Dillan and his clone slammed into Twilight, each one kissing and biting her neck on both sides as the mare sprayed her juices violently all over Dillan's crotch.

Rainbow laughed and rubbed her belly. “Hey, you are free to get up and leave.”

Dillan moaned as he and his clones came violently inside of twilight, each one pulling out as he sat Twilight legs spread in front of Shining armor. "Eat up." Dillan said with a smirk, as Shining armor blushed deeply while Cadence giggled.

"You heard the alpha Honey, eat up." Cadence said with a grin while Dillan turned human again before creating more clones so each mare could have a cock.

“Wh-what? B-but she is my sister.” Shining said but he was leaning closer.

Dillan rolled his eyes grinning as the unicorn began licking his sister's pussy as his clones pushed into Applejack, Rarity, and Fluttershy's holes as he looked to Cadence. "Wanna try it?" He asked, leaning on the table with his monster dick in her face.

Shining Armor's eyes widened in shock as his wife giggled and licked the base of his cock. "What about me…?" Celestia asked with a pout as Dillan moaned softly.

"Oh don't worry, I have a special surprise for the mare that lived for over a thousand years and has seen everything. I'll have to pull out the big guns to please you." He said with a grin.

Celestia smirked and lifted her tail. “Then hurry~ I am waiting.”

Cadence pouted at her. "Aunty, let me enjoy him first." She said, turning around and moving her tail for Dillan.

Shining frowned a bit before he smirked. “Well if your going to fuck my wife I suppose its only fair I get to enjoy Rianbow.”

Dillan shrugged. "If she wants you to, I mean they're both pregnant with our respective kids so I don't mind." He said, slowly pushing into Cadence who gasped.

"O-oh goddess!" She moaned out.

Shining looked at Rainbow. “So Rainbow, want to ride my pole?”

Rainbow tapped her chin in thought as she grinned at him. "Sorry, Dillan is the only one allowed in me. But from what I see you're enjoying the show." She said as Dillan slammed into Cadence hard making her moan as Shining stared at the two of them with his dick twitching. "Maybe Twilight will let you."

“What!?” Both Twilight and Shining shout with blushes.

Dillan smirked as he slammed into Cadence harder moaning as she ignited her horn, pulling shining over to Twilight as Dillan's clone pushed him into her. "Just enjoy it honey!" Cadence moaned out.

They both moan and looked at each other before Twilight shyly nods before he starts to fuck her.

"My my, if I didn't know better it looks like he's enjoying that more than with you Cadence." Celestia said as Luna giggled.

"Oh I believe he is, I've seen his dreams." Luna said as Dillan slammed into Cadence harder while one of his clones mounted Shining armor.

"What a bad boy, enjoying your sister more than your wife?" The clone asked, before pushing into Shining's ass. "I'll have to teach you a lesson!"

He gasped and his cock throbbed harder. “Nnnaaa~ D-Dillan what are you doing?” Shining asked.

"What does it feel like I'm doing?" The clone asked as he slammed into shining armor harder and faster, forcing the stallion to slam into his sister who moaned loudly as the original Dillan slammed into the princess of love. "I'm showing you who the alpha is!"

Shining gasped and moaned. “B-but im not…”

The clone smirked as the original Dillan looked at them worriedly, while Cadence rolled over and pulled him closer. "It's ok, he loves this kind of thing." She whispered before kissing him as his clones spanked shining armor hard.

"You're not what? Are you the alpha?!" He asked, slamming harder into the unicorn as he made him thrust into his sister harder who moaned.

Shining moaned and whimpered in pleasure before hw cum inside his sister. “Aaahh~ I’m sorry Tiwily!”

"Don't worry, I made sure she can't get pregnant." Dillan said with a smirk as his clones still slammed into Shining's ass, while he moaned and came violently inside of Cadence making her stomach swell.

"Hey!" The clone said, pulling Shining's mane so his face was in the air. "I asked you a question, are you the Alpha?"

"N-no…" He moaned, his cock dropping out of Twilight as she watched them.

"Who is?" The clone asked, smacking Shining's flank hard.

“Y-you are s-sir.” Shining said with a blushing face.

Cadence giggled as she sat in front of her husband, cum leaking from her cunt as she kissed him while the clone slammed into his ass harder. "Come on Shining, say it louder. Who's the alpha?"

He moaned louder as his ass squeezed Dillan’s cock. “Dillan is the Alpha!”

The clone smirked and moaned, smacking Shining's ass harder as he came violently inside of the tight hole before pulling out and cumming all over Shining's back. "That was so hot." Cadence said with a giggle as the clone smirked.

"Sure was, what do you say?" He asked, Shining armor while slapping his flank.

He panted and whimpered a bit. “Thank you Dillan.”

The original Dillan frowned as he and the other clones turned human again, each one having finished with the mares around the table. "Alright, time to become one again." The rough clone rolled his eyes before they all combined again. "Are you alright, Shining?" Dillan asked him, helping him sit up.

“My flank hurts but yeah…I am surprised at how dominant you are.” Shining said with a sigh.

Dillan chuckled softly and shrugged. "I did say too many clones would cause my personality to split. And with literally all the mares in here I had to supply the demand. But I will say." He smirked as he whispered in Shining Armor's ear. "I'm looking forward to tonight so much more now."

Shining blushed and gulped with a nervous chuckle, as his wife giggled and sat on his lap. "Oh we are too, but now I believe there's one last Alicorn for you to breed." Cadence said, glancing at her aunt Celestia who had been patiently waiting.

Shining blushed and fidgeted. “Um…maybe next time you can stay human…”

“Yes, I have been waiting long enough.” Celestia said with a needing whine.

Dillan chuckled softly, as he looked at Rainbow dash. "You ok with me going all out?"

Rainbow looked at Dillan before looking at Celestia, turning back to him with a smirk. "Dude, she's over a thousand years old. Probably had hundreds of lovers, and just watched you fuck everyone in this room aside from her guards, including her sister, niece, prized student and her nephew in law… as well as impregnating three of us." Rainbow said as she laid down to get a better view. "Show her why you're the Alpha and break her!"

“She does have a point.” Cadence siad with a giggle.

Dillan blushed and smirked at Celestia, who gulped a bit as he lifted her head to his. "You heard her, I'm going to go all out. Whorse."

Everyone's eyes widened as Celestia's face turned red, making her shuffle in her seat as he kissed her suddenly pinning her to the chair she was sitting in as she rubbed her wings and clit roughly. "Wow… he really isn't holding back…" Applejack said, trying to regain her breath from the pounding the clones have her.

“M-ma’am may we be excused?” One of the mare guards asked Luna.

Luna giggled as she rubbed her hoof against her pussy, moaning softly as she watched Dillan tease and frustrate her sister. "Are thou sure? I'm sure the alpha wouldn't mind helping thou with thy heat as well."

The mare guards blushed and fidgeted a bit as Dillan slowly moved down, licking Celestia's pussy tenderly causing the princess they respect and love to moan like a slut. "I-I…" The guards said, gulping a bit as they watched.

Celestia moaned out happily as Dillan lapped away at her royal pussy, holding his head to her heated hole while biting her lip. "D-dillan… y-you feel so good!"

"You like that sister? Just wait until he sticks it in you." Luna said with a smirk, as Dillan stuck his tongue deeper into the mare's cunt.

"O-oh yes!" Celestia moaned out, smirking as Shining Armor had a hard on again. "C-Cadence keep your husband under control o-or he won't get another round with Dillan."

Shining Armor's mouth dropped as he looked away with a blush, as Cadence giggled and levitated Twilight onto his lap making the two moan again. "Oh I got it Aunty!"

“N-no fair, Shinny shouldn’t be forced to….” Twilight said before she moaned again.

"To what Twily?" Shining armor asked with a moan, before slamming into her harder. "Enjoy your sweet little cunt?"

Twilight moaned and her pussy squeezed his cock. “But we agreed to stop years ago.” She whispered.

"Oh please, we're all enjoying our most depraved fantasies today. Just enjoy it!" Cadence said with a giggle, before licking her sister in law's pussy as Dillan pulled Celestia to her hooves and bent her over the map table.

Celestia moaned and looked back at Dillan. “Do it, fill me stud!”

Dillan smirked and smacked her flank hard, so hard he left a hoof print over the sun cutie mark she had. "Hush, you may be in charge of Equestria. But if you want me to make you an heir to the throne, you'd better listen to me."

Everyone stared in shock as Celestia blushed and fidgeted, nodding her head softly. "Y-yes sir."

“This is so hot watching my sister like this.” Luna said as she rubbed herself.

Dillan smirked as he used his magic to tie Luna up and summon a leash around her. "Bad mare, enjoying your sister's suffering." He said.

Luna blushed and wiggled. “Thou has already filled us!”

Dillan grinned at her as he pulled her over by the collar. "And?"

Luna blushed and fidgeted. “We thank you b-but our sister has need of you more.”

Dillan smiles a bit as he slowly pushes into Celestia, making the mare moan deeply and happily as they sit back. "Oh trust me, I'll be sure to please her. But so will you!" He said, pulling Luna to Celestia's pussy and his balls.

Luna blushed and started licking her sister's pussy and Dillan’s balls. Celestia and Dillan moaned out as the sun monarch slowly began bouncing on his cock, needing to stretch out a bit as she moaned. "F-fuck this is hot!"

“I agree.” Cadence said with a smirk and leaned over to makeout with Twilight.

Twilight kissed back with her tongue entering her sister in law's mouth, as Dillan bounces Celestia harder on his lap with his orbs smacking Luna's tongue.

Cadence moaned as she deepened the kiss, smirking a bit as she pulled Twilight off of her husband and forced her between Dillan's legs with Luna. "You enjoyed fucking your sister? Well now you can join us." She said, forcing him between Dillan's legs with the two princesses as she licked and sucked Celestia's teets, with Twilight and Luna licking his balls.

Shining armor blushed red before slowly lapping away at Dillan's shaft, making him moan as he slammed into Celestia harder. "d-damn, this is the kinkiest shit I've ever done!"

“Ah’ll say, if this gets any kinkyer the whole town is gonna find out.” Applejack said with a sigh before moaning as Rarity was licking her pussy.

Dillan chuckled a bit. "Well between all the clones and such, I have about four loads left in me. Good thing there's only three of you left!" He said, looking at Applejack, Rarity, and Fluttershy with a grin.

Fluttershy eeped cutely and Applejack moaned loudly. “Well hurry up partner, ah still have some farm work ta do.”

Dillan grinned as he slammed into Celestia harder. "You heard the mare, but that means it's time to go all out!" He said, turning his Ultimatrix symbol as a wave of energy surrounded him. His black fur turned a light gray as his wings and horn turned a metallic silver, while Celestia gasped loudly as his member grew three times longer and bigger as he slammed into her even harder.

“By the sun, yes!” She screamed as she came from his increased size.

Dillan grinned as he pinned her to the table, moaning as he bit her neck leaving his mark as he erupted inside her flooding her heated magical womb as his seed found a new home in her eggs. "F-fluttershy… you're next."

She blushed bright red as her tail flagged as high as it would go. “P-please be rough.”

Dillan, Rarity, and Applejack's eyes widened in shock before Dillan smirked and walked over to Fluttershy. "Oh you like it rough huh? I bet I know a few other kinks of yours to make it more interesting." He said, as a leash and collar appeared around his own neck and went to Fluttershy.

She blushed and took the leash before smiling and pulled it. “I said fuck me stud.”

Dillan smirked and nipped at her ear, before pushing into her hard and fast smacking her flank just as hard while his horn lit up making her pussy extra sensitive. She moaned loudly and held onto the leash. “G-good boy!”

Rainbow smirked a bit as she trotted over, kissing Dillan deeply as he slammed into Fluttershy harder. "So you like being a pet huh? Good to know." She said as Dillan pushed into Fluttershy's womb.

Fluttershy moaned loudly as she held the leash close. “Oooh buck! Fill me up!”

"A-are you sure?" He asked, smacking her flank while pulling her mane. "You could get pregnant!"

She pants and moaned loudly. “I…I’m on the pill.”

Dillan nodded as he slammed into her repeatedly, grunting before kissing her deeply while cumming inside her. She moaned loudly into his mouth as she cum with him, however to everyone’s surprise the ultimatrix logo appeared on her belly.

"What happened to the pill!?" Dillan asked in shock, pulling back away from her.

Fluttershy panted before she passed out with a smile. “It is because you have more magic than the pill can stop.” Celestia said with some soft moans.

Dillan rubbed the back of his head as he glanced around the table, Rainbow dash, Luna, Pinkie pie, Celestia, and now Fluttershy all had Ultimatrix symbols over their wombs as he sighed. "Do you two wanna go? I can use a spell to ensure you won't get pregnant." Dillan explained to Applejack and Rarity.

Applejack smirked and grabbed her rope, hog tying Dillan to a chair before getting on his lap. "This answers your question, partner? And don't worry about the spell." She said before slamming down onto his cock with a loud moan.

"W-what do you mean?" He asked, moaning loudly.

“Dude you are still a big alicorn, the pill keeps the magic in the sperm from getting to the egg. You have too much magic for it to stop.” Rainbow said and elbowed his flank.

Dillan's eyes widened as he looked over to Twilight, who's stomach also had a Ultimatrix symbol on her womb. "Oh god…" he said, moaning as Applejack leaned back to ride his cock in a better position.

"D-don't worry about us sugar cube, we all knew what this could lead to in heat. We were all prepared fer it!" Applejack said, bouncing harder on him.

"She's right darling." Rarity said with a smile, licking his neck. "We all agreed to take the pill, but Twilight was the most worried because of her alicorn status."

"I-it's true…" Twilight said, smiling sheepishly as Applejack pulled off of Dillan and turned around riding him cowgirl style. "We just all kinda forgot about your alicorn transformation."

"B-but why?" Dillan asked with a moan, biting his lip as Applejack bounced on him more.

"Because Silly! Not only are you the best male in ponyville, you're heroic and brave! We all want our foals to inherit those traits!" Pinkie said with a smile.

"F-fluttershy was the main one who didn't want a foal. Because of her relationship with discord." Twilight said, looking at Fluttershy. "Or at least the relationship she wants with Discord but is too afraid to tell him."

Dillan gulped as Applejack kissed him, grinding herself on him roughly as her hat fell to the side and letting her blond mane fall over one half of her face as she pulled away with a smile. "Come on stud, claim us as yours… alpha."

Dillan gulped as his horn lit up, causing the rope to wrap around Applejack instead before he wrapped his hooves around her and slammed into her harder, pushing into her womb as well as his dick twitched excitedly. Applejack moaned happily as she wrapped her legs around Dillan's waist, smiling at him as his cock bulged against her stomach. "Yes! Yes! Rut me!"

The female guards in the room shuffled uncomfortably, with a few rubbing themselves as Dillan claimed the ten most powerful ponies in equestria as his mates and lovers before watching him kiss Applejack as her stomach swelled with his seed.

Rarity whined and wiggled. “Come on, I need this so badly!”

Dillan grinned as he slowly pulled out of Applejack with a loud pop, his member coated with the mixed juices of all the mares and the stallion he fucked. "Alright, alright. Spread your legs." He said walking over to her, as Rarity excitedly spread her legs.

Cadence moaned as her Husband licked and nibbled her pussy, smiling down at him. "You're really enjoying all this aren't you honey?"

Shining blushed and looked away. “It's all these mares in heat in a room together…I can't help it.”

Cadence giggled as Rarity let out a happy loud moan, making Shining glance at her and Dillan as his cock twitched in anticipation. "Are you sure? You seemed to enjoy Dillan being in your ass. You can be honest with me dear, I'll love you forever no matter what."

“M-maybe a little…but I still prefer to be the top.” He said quietly.

Cadence giggled a bit as she leaned back, making him enter her pussy as she used her magic to move his tail out of the way. "How about sandwiched in the middle?" She asked as she looked past him at the moaning Rarity and Dillan.

Shining moaned and closed his eyes. “I…wouldn’t mind that.”

Dillan moaned loudly as he slammed into Rarity harder, forcing her womb open as he glanced around noticing Cadence smiling at him with her husband on top of her and his tail moved to the side.

Dillan grinned wider as she slammed harder into Rarity, moaning more as the mare came on his cock while he filled her to the brim just as he did with her friends. "Y-yes! Breed this foal factory!"

"Wow." All of her conscious friends said in shock as Dillan pulled out of her slowly.

“Ah did not see Rarity being like that.” Applejack said with a chuckle.

"Well he is perfect." Rainbow said with a grin as Dillan slowly pulled out of Rarity who laid on the table giggling incoherently.

“Thou art a lucky mare miss dash.” Luna said with a blissful sigh.

Dillan smirked as he slowly went over to Shining armor and Cadence, before mounting the unicorn stallion with his member between his cheeks. "Well, you're all gonna be lucky today. I had three more loads in me before I went ultimate." Dillan said, pushing into Shining's ass again.

"N-nyes!" Shining armor moaned out, his tongue rolling free as he was dominated again by a superior stallion.

"So you're all getting seconds." Dillan said with a grin to everyone who blushed profusely. "Or more if you all wanna try different forms." He said with a devilish grin as he slammed into the anus of a married stallion.

Chapter end.

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