The moment Twilight was gone, Trixie turned on the five of them, her cape fluttering loosely around her to reveal the skimpy purple outfit beneath. She pointed. “Now, about you lot...” She glanced from one to another, her finger following the aim of her eyes. “Oh where to start? It's been two years and twelve days since your precious friend, Twilight Sparkle humiliated Trixie. And all that time, I've been planning out exactly how I'd repay you all for it. Now it's time for each of you to get your well-deserved payback.”
Rarity shuddered inside the hastily-retrieved pink blanket that covered the absolutely horrid dress Trixie had forced on her. It's not even comfortable! Something that looks so bad should at least fit without chafing my fur! But as she looked around her, at the state of her friends and the good ponies of Ponyville, she knew she had to be the one to do something.
Taking a deep breath and struggling to ignore the awful colors that her soothing pink blanket barely concealed, Rarity pushed away Pinkie's comforting embrace and stood to her full, quite considerable, height. “Stop this instant! Twilight only did what she had to do in order to save the entire town from what your inconsiderate actions brought here. She didn't humiliate you – you humiliated yourself!”
Trixie scoffed and walked closer, a wide swagger in her hips.
A sudden chill ran through Rarity's veins. Have I made a terrible mistake? She forced herself to remain calm and resolute, staring down Trixie's approach. A lady does not crumble under pressure. A lady does NOT crumble under pressure...
“Of course it would be you.” Trixie smirked and ran her finger along Rarity's chin, flicking upward when she reached the end. “The first unicorn to challenge Trixie on that day long ago. I gave you quite the makeover back then, if I remember.”
Rarity shuddered at the thought of that hideously green mane, but she stood her ground. One mustn't give in to bullies.
“And why aren't you proudly wearing the dress that the Great and Powerful Trixie gave you?” Trixie grabbed the pink blanket and ripped it off of her – its soft, soothing fabric dissolved in a burst of red fire as Trixie's horn flared.
Her hands snapping down on herself, trying to hide the awful colors and patterns from the surrounding crowd, Rarity reeled back for a moment. Calm, calm. I must remain strong! She stepped back forward, back into Trixie's face, holding her hands on her hips, and she stared the blue mare down. “I will not be ashamed of what you've forced me to wear, Trixie. Everyone in Ponyville knows that I always dress at the absolute peak of fashion, and they all know that I shall return to doing so the very moment you're gone. I am not afraid of anything you might make me wear – you have no power over me!” Rarity grinned as she heard the crowd's cheer surrounding her. There. That will show her.
“Oh, is that so?” Trixie gave a strange, almost unhinged, laugh.
Turning her nose up at Trixie, Rarity crossed her arms in front of her ample chest. “Do your worst. I have nothing to be ashamed of.”
But Trixie's unnerving laughter only increased. Her horn flashed red, and then so did Rarity's clothes.
Rarity suddenly felt the breeze on her alabaster fur – whatever Trixie had dressed her in, it didn't provide much coverage at all. When she looked down to ascertain what she was wearing, she gasped and rushed to cover herself. A tight black corset encircled her body, with indentations in the cup under each breast to let her nipples poke through. Below, she wore a miniscule pair of crotchless panties, fishnet stockings, and the tallest stiletto heels she'd ever seen.
With one arm covering her breasts and the other over her crotch, Rarity opened her mouth to scream— But her mouth was instantly filled, forced open by a metal ring with leather straps that Trixie quickly snapped around the back of her head.
Gasps echoed from the crowd all around her. Parents quickly ushered away their young ones, covering their eyes. A few of Ponyville's more perverted stallions drew closer, their eyes wide.
But Rarity wouldn’t be defeated so easily. Using her own magic, she unclasped the straps and pulled the ring out of her mouth. “Now see here, you—”
“Still haven't learned your lesson, hm?” Trixie snatched the ring gag out of Rarity's magical grip. “And what's this? You're taking off the wonderful clothing Trixie has so generously provided for you? How ungrateful!”
Trixie's horn flared again, and the crowd gasped.
Rarity's hands held tight, struggling to cover herself even more as she was suddenly left absolutely nude, right in front of the entire town. But that wasn't the worst part – Trixie had still given her one accessory. She felt the pressure of it from behind: a diamond-hard butt plug, and a truly enormous one by the feel of it.
She dropped to her knees, trembling from the shock and trying to curl into a ball to hide herself from the crowd's prying eyes. With feeble, flickering magic, she pulled at the protruding flange ... but she stopped with a whimper. It was simply too big to pull out – she couldn’t stretch that far!
Pinkie immediately went back to comforting Rarity, shooting a baleful look at Trixie as she did. “Mmm mmmm mmm mmm mmmmmmm mmmm mmmmm mmm!”
But Trixie simply ignored the mouthless protests. She was much more occupied with the orange mare stalking closer and rolling her sleeves up.
Trixie's horn flashed. Between one stride and the next, Applejack found herself clothed only in her underwear: A sensible white bra and simple white panties, which were thankfully clean. She paused only for a moment at the surprise. It don't matter. I'm still gonna buck that no-good mare straight from here to—
With another red flash, a bunch of feathers appeared, floating in the air in front of Applejack.
Uh-oh... Applejack had one shameful fact that she carefully hid from the rest of the world: she was very, very ticklish. Up until this point, the only pony who'd ever – accidentally – found out was Rainbow Dash. Those darn feathers of hers! How Trixie had guessed it was beyond Applejack's power to figure out.
She could already feel her skin tingling as the feathers edged closer. They weren't even touching yet! This had to stop – she'd only have one chance. “Trixie, you listen here! I ain't gonna—”
The tips of the feathers touched her. They jittered along her sides, under her arms, across her belly.
She tensed up, struggling against the urge. “I ain't— Ffft. I...” She coudln't help the gasps, the urge to break down. "No! Hmmm! I ain't— Ffft!"
Even as she struggled to speak, though, she kept walking, forcing her legs to plod on through the tickle torture. If I can just get there, I can—
One of the feathers ran down the gap in her modest cleavage, making her nipples poke through her bra. Oh no. It went down, down, tracing the firm line between her abs, flicking past the upper hem of her panties. And then it hit her – the tantalizing tip of the feather nestled between her pussy lips and teased her clit.
The addition of sexual pleasure to the already intense tickling stopped Applejack in her tracks.
She held for a moment, trembling. Oh no! Oh no! But she finally couldn't take any more. She fell down backward, rolling back and forth on the grass, her feet outstretched in front of her.
And then two of the feathers shot down there.
Applejack's eyes opened wide. No! Not that! It's already too much! But the feathers didn't care ... and as Trixie's eyes flashed red, it was clear that their master didn't care either.
The moment their tips touched the soles of Applejack's feet, she went tense, her whole body stiff as a board. The tingling sensation shot straight up through her spine like lightning, yanking the sensations around her clit along for the ride. She yowled at the top of her lungs as a heavy, wet orgasm rocked through her. The crotch of her panties went warm and wet as she came inside them ... and that only made the sensation of the feather's touch through them more intense.
Applejack shuddered and trembled against the ground, her toned belly still twitching from the orgasm. Aw, shoot. Them panties ain't clean no more. As her body began to calm down, the feathers' tickling redoubled. Oh no, no! I can't take more of this. Make it stop!
Trixie turned away from Applejack, leaving the feathers on autopilot. "Anypony else? ... Anypony?" Her eyes darted around, searching for a challenge, but nopony said a word. They'd already seen what happened to the last two.
Somewhere in the crowd, someone sneezed. The only sounds were Rarity's whimpering and Applejack's fits of gasping giggles.
Trixie sneered at them. "Don't think you're going to get out of your long-overdue punishment just by being quiet."
The remaining group of three glowered back at Trixie, but none said a word.
"Hmm... You!" Trixie pointed straight to Fluttershy, who was cowering between Rainbow and Pinkie. "The quietest of all... But don't think for a minute that I'm going to let you off easy for aiding and abetting the likes of Twilight Sparkle. Come here."
Fluttershy trembled and crouched behind Rainbow Dash, who stood protectively in front of her. "Hey!" Rainbow said, "If you want Fluttershy, you're going to have to go through me!"
Trixie shrugged. "Okay." With a flash of her horn and a flick of her wrist, she sent Rainbow tumbling away across the town square.
Fluttershy let out a terrified little "Eep!" and froze right where she was.
Glancing to the side, Trixie checked to see if Pinkie Pie would be causing her any problems, but the pink mare was preoccupied with touching the blank front of her face where her mouth was supposed to be.
With no further interruptions, Trixie yanked Fluttershy over to herself with her magic.
Fluttershy bowed her shoulders, looked down and away, and clutched her long green skirt around her legs. Oh goodness. I... I hope she doesn't do anything like that to me. Maybe if I just be quiet and cooperate, she'll let me off easy...
Trixie looked around at the crowd. "Show of hands – who here has seen Fluttershy naked?"
N-naked? Fluttershy felt an all-too-familiar pit of worry growing in her stomach. No! Trixie can't possibly be thinking of...
"Nopony? Nopony at all?" Trixie shook her head. "Who could have guessed? Well, let's fix that right now. Fluttershy, disrobe. Now."
Fluttershy's hands shot up to grip the top buttons around the collar of her shirt, but she clasped them closed, making no moves to unfasten them.
Trixie, unamused, rolled her eyes. "That was an order. If you make me tell you twice, it's going to be worse for you."
I ... I should keep quiet and cooperate, right? Nopony will look, right? Fluttershy glanced around at the crowd. It seemed like everypony was staring at her. Some with eager anticipation, others appalled, others in mere curiosity ... but they were all looking at her. Even Pinkie!
Her hands trembled as she fumbled at her shirt buttons. This normal task she did every day was seemingly impossible now. Even when she finally got her fingers around the button, she couldn't will herself to push it through the loop and unfasten it. Her hands simply wouldn't move. She looked up at Trixie. "I... I can't! I'm sorry!"
"Aw... How pathetic." Trixie rolled her eyes. "Here, let me help."
In a flash, Trixie stood right there in front of Fluttershy. She batted Fluttershy's hands away and grasped the top button in both hands. As Fluttershy whimpered, Trixie pulled. The top button popped, falling to the ground and letting Fluttershy's blouse open just enough at the top to expose a little bit of yellow neckline.
Another jerk of Trixie's hands; another button popping off, and a little bit more yellow fur exposed. Fluttershy whimpered and Trixie gave a gloating laugh. When the next button came free, it exposed the very beginning of Fluttershy's cleavage.
Trixie stared down at it and licked her lips. “Such a shame that you'd hide this from everypony. If my chest was as well-endowed as this, I'd be showing it off every chance I had, and my show would be drawing in thousands!”
She's not really going to do ... that, is she? Fluttershy tried to pull away from Trixie's grasp, but that only caused another button to break free.
One more. Two more. Fluttershy's blouse began to relax a little as the tension across her chest released. One more button. The deep cleft between her breasts was exposed the strap across the middle of her bra showed through. With each button after that, more of the v-shape between the huge cups of Fluttershy's bra was exposed, until Trixie finally lost patience and ripped the rest of them off all in one go.
Before Fluttershy could rush to cover herself, Trixie literally ripped the rest of the blouse off of her. Fluttershy held her arms tight around her chest ... but that barely provided any more coverage – her boobs spilled out between her forearms.
And Trixie wasn't done yet. She ducked down and yanked away Fluttershy's long, flowing skirt, exposing the ample yellow thighs beneath, as well as a pair of blue panties with a very familiar rainbow-colored lightning bolt pattern on the front.
“Well well well, what have we here?” Trixie laughed, but her laughter was cut short by someone knocking their way through the crowd.
“I'm coming, Fluttershy!” Rainbow's brash voice was unmistakable.
But when Rainbow burst through the edge of the crowd, Trixie simply turned Fluttershy around to face her. “Take a load of this!”
Rainbow's eyes went wide before Fluttershy could move her hands down from her tits to her crotch. It was plenty of time for her to see what was imprinted there. She stopped her headlong rush dead, staring with her mouth wide open.
“Now, with that out of the way, let's get something else out of the way.” With a flash of red fire, Trixie evaporated Fluttershy's bra.
The enormous tits dropped free, only to bounce back up. An audible gasp ran through the crowd. Stallions – and a few mares – pushed and peeked around each other, trying to get a good look.
Of course one of Fluttershy's hands shot back up to cover them ... but it was barely enough to cover her nipples. On one side, her wide pink areola showed past the edge of her arm.
Fluttershy looked like somepony had just doused her with cold water. “T-Trixe, I ... I...” She's not really going to do this, is she? Oh, I can't take it!
Trixie snapped her fingers. The rainbow-bedecked panties vanished and reappeared in Trixie's hands. She flung them toward Rainbow Dash, who caught them straight in her face, unable to react to what she was seeing even as her wings pointed straight outward.
Clucking her tongue at Fluttershy, Trixie paced around her, admiring the soft, thick contours of the curvy yellow mare's body. “I didn't go to all the trouble of undressing you just for you to cover yourself.”
Fluttershy didn't move. Her eyes were squeezed shut, trying to block out the sight of the crowd – and Rainbow Dash – staring at her.
“Well?” Trixie waited for a moment, but still Fluttershy didn't remove her hands. “Fine. You want to be covered? I'll give you something to wear!”
Fluttershy winced, knowing that whatever Trixie was going to put on her, it couldn't be anything good. Oh please don't let it be something like she gave Rarity! Please not that! I don't think I can handle Rainbow Dash seeing me like that! She felt her cheeks burning hotter than the sun. Rainbow was looking right at her, and she'd seen the panties! Fluttershy felt like her whole body was blushing.
A thin strap settled around Fluttershy's neck and shoulders. A small piece of cardboard settled across the top of her breasts, barely hiding any of them.
Trixie used her magic to yank Fluttershy's hands away from her privates and force Fluttershy's head down to read the sign:
Touching: 1 bit
Blow job: 3 bits
Cunt: 5 bits
Ass: Free!
“Since you've been so uncooperative, you're going to go and run a little fundraiser for me.” Trixie pointed down at the heels she was wearing. “These purple shoes match my corset perfectly, but I think I'd like to try a pair that matches my cape. Go earn me a hundred bits for a nice pair of black heels, and don't come back until you do.”
Before Trixie had even finished speaking, there was already a line of horny stallions forming around Fluttershy. After a little squabbling about who was first in line, a blue-coated stallion handed Fluttershy three bits, pulled down his pants, and pushed her down to her knees in front of him.
Fluttershy stared at the big blue cock in front of her. She'd ... never really seen one this close before. W-what do I do? Should I do like Trixie says? Oh, I can't! I can't possibly do that!
But before Fluttershy could object, red magic gripped the back of her mane and shoved her forward. The head of that cock butted against her lips, and when she opened her mouth to scream, it shoved right in.
Trixie laughed. “There. That's more like it. Maybe next time you'll do what I— Oof!” She tumbled to the ground as Rainbow Dash tackled her.
“That's enough,” Rainbow yelled. “You let Fluttershy go right now!”
With her Alicorn Amulet enhanced magic, Trixie ripped Rainbow off of herself. She glanced over at Fluttershy, then smirked back at Rainbow. “I haven't been in control of her since you tackled me. And yet...” With another glance, she directed Rainbow to look.
Rainbow's jaw dropped when she looked. No. No way. That can't be Fluttershy.
Fluttershy, normally so shy and reserved, slathered her tongue all over the blue cock in front of her, while a pink mare played with her tits and a pale grey stallion lined his cock up with her ass.
“It's always the quiet ones.” Trixie shook her head. “That little whore is going to get me a new pair of shoes in no time. Hm... You, though...”
Rainbow jumped up in front of Trixie. “You'll never break me!” Rainbow's fist was stopped by a red glow of magic, barely a hair's breadth away from contacting Trixie's face.
Trixie tisked. “Very unwise of you. For starters, I think I'll take away something important to you.” Her red magic flashed brightly, and a poof of smoke erupted from behind Rainbow's back.
Huh? What'd she do? Rainbow looked over her shoulder. Past the strap of her tank top, there was ... nothing. For a moment, it didn't even register. The idea was just too outlandish to process through Rainbow's brain. But when it finally did...
She gasped. “My wings!” She spun in frantic circles, patting at her back, feeling for what wasn't there as if she might have merely misplaced them and she might find them at any moment. But they just weren't there!
“Want your wings back, hm?”
Rainbow whipped back toward Trixie. “You give me my wings back right now, or so help me, I'll—”
“Suck my cock.”
Rainbow paused. “Huh?”
“If you want your wings back, you have to suck my cock.”
“But...” Rainbow looked up and down Trixie's body. The clingy corset she was wearing didn't leave much to the imagination. There was a pert little bulge between Trixie's legs, slightly cleft in two ... but Rainbow knew pussies, and that was definitely a pussy. “But you ... don't even have a cock.”
“Well, not yet.” Trixie flicked her shoulder straps down, then pulled her entire corset off in one smooth motion, standing shamelessly naked in front of Rainbow Dash and everyone else.
Trixie's horn glowed bright again, and red smoke puffed out from between her legs. When it cleared, a big blue horse cock stood proudly at attention, with two heavy blue balls beneath.
Rainbow's jaw dropped. That's just not fair...
“Well, I'm waiting.” With another red poof, Trixie summoned a small throne to sit on while she eyed Rainbow and waited for her attentions to begin. “I'll give you your wings back, but only if you give me the best blow job I've ever seen.”
Does she really expect me to put ... that in my mouth? Rainbow gulped. But my wings! Can Twilight even fix that when she comes back? If she comes back? I have to! The first step toward Trixie was the hardest – the steps after that came naturally, as if she was in a trance ... until she was right in front of Trixie.
“Remember, little bitch, just because I cum doesn't mean you've done good enough. If you want your wings back, you've got to sell it. Show me how much you want my cock in your throat.”
A gag forced its way up from Rainbow's belly. She was so not into that. She didn't even really like stallions in the first place, and even if she wanted to try sucking cock, Trixie's weird mare-cock was the last one she'd ever pick to try. The heck with this. She shook her head. That is not happening. Not ever.
“Well,” Trixie said. “Why don't I feel little blue lips on my cock yet?”
Rainbow sneered. “Forget it, pervert. I'm gone.” She crouched down, jumped up into the air ... and fell right back down to the ground.
“Forgetting something?” Trixie's magic flashed, and poof, there were Rainbow's wings, floating in the air behind Trixie's throne.
Rainbow picked herself off the ground and dusted off her running shorts where she'd hit. “Oh... Right.” For a moment, she looked up at her wings ... but then back down at that big blue cock. “N...nope. Still not happening.”
“Really? I thought you'd be more attached to them than that.” Trixie gestured toward the floating wings, and underneath them a bright red fire roared to life. “But if you don't want them anymore, I guess I might as well—”
“Wait!”
Trixie looked down at Rainbow and smirked. “Hm?”
Oh, this bitch is going to pay later. I don't know when or how. Maybe Twilight will come back and save us, maybe Princess Celestia will... But whatever happens, I'm gonna make sure Trixie PAYS for this. Rainbow took a deep breath. “I'll... I'll do it.”
With a snap of Trixie's fingers, both the wings and the fire vanished. Her other hand gestured down toward her still-erect cock as if inviting Rainbow in for a buffet.
Normally the fastest pony around, Rainbow approached Trixie's throne at a pace that would make her pet tortoise seem speedy.
But even at that pace, it didn't take long. It wasn't far. All too soon, Rainbow found herself immediately in front of Trixie, looking her eye-to-eye as the dastardly sorceress sat on her high throne.
But Trixie didn't seem to be in any mood for any such show of equality. A flash of magic hit Rainbow in the back of her legs, dropping her down to her knees in front of Trixie.
That put Rainbow eye-to-eye with the tip of Trixie's cock. Oh shit. Am I really going to do this? An image of her wings bursting into flame and gone forever flashed through her mind. I have to. Reluctantly, Rainbow reached one hand up and touched it. She gripped her hand around the base – her fingers didn't quite go all the way around.
“Mmm,” Trixie moaned. “That already feels good.”
Rainbow looked up at her with a grimace. “You're not making this easy.”
“Easy? Easy?” Trixie's magic grabbed the back of Rainbow's head and pulled her down, mashing her lips against the broad tip of Trixie's cock. “This isn't supposed to be easy! And if you ever want to see your precious little wings again, you'll stop worrying about how easy it is and start giving Trixie the best blow job Equestria has ever seen!”
Rainbow wasn't looking at Trixie anymore – well, not up at her face, anyway. Now she stared cross-eyed at the thick cock head pressing against the outside of her lips. I can do this. Just don't think about it. Closing her eyes, she grabbed Trixie's cock in both hands and licked the tip. As her tongue crossed the hole at the top, she could already taste salty, bitter pre-cum there. She choked down the instinct to gag on the overwhelming maleness of the flavor – she had a show to put on.
So she trailed her lips and tongue around the edge of Trixie's tip, and then up and down the shaft, letting the thick, warm heft of it rub against her cheeks. When she reached the veined base of it, she planted a sloppy wet kiss and looked back up into Trixie's eyes.
That bitch was staring down at her and grinning like an idiot. Ugh. At least I know I'm doing a good job.
And, of course, Trixie's balls waited just a little bit lower still. Better go all-out, I guess. Holding her breath to avoid Trixie's musk, Rainbow dipped down even lower, gently licking the smooth, bulbous curves of them, tracing up and down the cleft between them.
When she couldn't hold her breath any longer, she pulled herself back up, resting her cheek against Trixie's shaft as she sucked in deep breaths.
“Not bad,” that awful voice came from above her. “But you're not giving Trixie much to look at.”
Huh? What's she complaining about now? It took Rainbow a moment to figure it out. Oh, she wants me naked, doesn't she?
Whatever. Unlike Fluttershy, Rainbow wasn't ashamed of her body. She had nothing to hide. As she glanced around the crowd, though, she still felt a surge of bitterness about it. Look at that guy there – with his hand down his pants – he's obviously masturbating to this! She shuddered a little, but what did it matter? I have to get my wings back, no matter what!
With one quick motion, she whipped her tank top up and over her head, tossing it to the ground next to her. She wore nothing underneath it, leaving her tiny blue tits exposed to practically the whole town. Before she could hesitate, she stood up and pulled down her shorts as well as her panties, stepping out of them and flicking them onto the small pile of clothes with her foot. “There,” she said. “Happy?”
Trixie reached out and grabbed Rainbow's hand, pulling her in close. The tip of Trixie's cock bumped against Rainbow's slim, toned belly and her other hand pinched one of Rainbow's nipples hard enough to make Rainbow cry out. Trixie leaned up and spoke into Rainbow's ear: “I'll be happy when I'm pumping a load of cum down your raspy little throat. Now get to work!”
With that, Trixie shoved Rainbow back downward. Rainbow ended up with her chest lying across Trixie's crotch, the throbbing heat of Trixie's cock pressing against her between her tits and the broad tip of it against her nose.
Making a show of enjoying it, Rainbow started licking again, running her hands up and down the shaft.
But Trixie stopped her, grabbing her head and pulling her back up to the tip. “Enough of that. Show me how much you really want it!”
How much I really want it? I don't want it at all! But Rainbow knew what she needed to do. She opened her mouth wide – as wide as she could – and slipped her lips over Trixie's tip. It was too big! She could barely get her lips around just the tip, and already that filled her mouth with gross hot cock.
“Mmm, yes. That's more like it.” Trixie ran her fingers through Rainbow's mane. “Now show me how much you can take.”
How much I can take? I'm already taking all that I can! Rainbow bobbed her head up and down slightly, hoping that would be enough to satisfy Trixie.
It wasn't. Trixie's hand went from stroking through Rainbow's mane to gripping the back of her head.
When Trixie pushed, Rainbow didn't resist. Just let it happen, she decided. If I want my wings back, I have to give her what she wants. She let Trixie push her head down. That huge cock pressed against the back of her throat, making her gag ... but Trixie's hands didn't give her any leeway. Soon, the tip of it pushed through, opening her throat wider than she thought possible as it slid in. And in. And in.
Rainbow's eyes went wide as she watched that thick blue shaft disappear between her lips. Her stomach heaved and her eyes watered, but still Trixie kept shoving her down. This... This isn't possible! But even as her brain denied it, her body did it. All the way until Trixie's thick, densely veined base rested against Rainbow's tongue and Trixie's sheath touched her lips.
And then Trixie pulled out, just a little, just enough to let her ram her cock down Rainbow's throat again.
As Trixie fucked her face, Rainbow began to find herself in a strangely zen moment. Sure, it hurt, and she wanted to throw up, and she could hardly breathe ... but she was well accustomed to pushing her body beyond its limits. Somehow, she was able to clear her mind and just feel the shaft rippling up and down her throat as if it was happening to somepony else. Drool and tears dribbled from her, but it didn't matter; nothing mattered. She just had to relax and let it happen. It would be over soon.
Trixie stopped moving. For a moment, Rainbow thought Trixie was about to cum ... but nothing happened.
Instead, Trixie flicked the tip of Rainbow's nose. That broke her out of her trance and made her look up at Trixie, her mouth still stuffed to the brim with cock.
“Using your face as a cock sleeve is fun, but you don't really seem to be into it. I shouldn't be the one doing all the work – you should be sucking me off like your life depends on it ... or at least your wings.”
Fine. The sooner I get her off, the sooner I can get off of her and get my wings back! Steeling herself, Rainbow prepared herself for the sonic rainboom of blow jobs. She sucked in what little breath she could through her nose, and then went for it.
She plunged herself down recklessly on Trixie's cock, rubbing her throat raw on its meaty girth. One hand rose up to cradle Trixie's heavy balls, and the other hand dipped down between her own legs and began rubbing circles around her own clit. She moaned around the cock in her throat, and she looked up into Trixie's eyes as if begging for her cum.
It took longer than Rainbow thought it would. Her lungs burned for air, but she kept going, kept worshiping Trixie's cock, even as the edges of her vision began to go blurry and dim. I can do it. I have to.
The tip of Trixie's cock flared out wide, blocking what tiny bit of air Rainbow could get. The last thing Rainbow woozily felt was the first heavy throb of cum shooting down her throat and spilling straight into her stomach. Then everything went black.
Trixie grabbed a handful of Rainbow's mane and fucked her face as she slipped into unconsciousness. Trixie wasn't about to let a little thing like her cock sleeve passing out stop her from enjoying her first orgasm of the day! When she'd finally pumped her fill, she pulled Rainbow's limp body off of herself and tossed it to the ground.
Rainbow flopped there, belly-up and exposed to the world, completely unmoving. Not even breathing.
Trixie rolled her eyes. “What a weakling!” Her magic struck Rainbow in the chest – Rainbow twitched and coughed up a huge wad of cum that fell back down onto her face ... but she did start breathing again, even though her body stayed limp. “It was pretty good, though,” Trixie said. “So I suppose you can have your wings back ... for now.” With another poof of Trixie's magic, Rainbow's wings appeared on the ground underneath her, sprawled out limply just like the rest of her body.
“Trixie, this behavior is entirely unladylike!”
Trixie glanced around the crowd, searching for the source of this new outburst.
It was Rarity. She stood tall and proud, squaring off against Trixie even though she was entirely naked; the butt plug sat on the ground near her – she must have managed to get it out somehow. Stalking resolutely toward Trixie, she held out an accusing finger. “Twilight isn't the only unicorn in this town. I challenge you to a magic duel, right here, right this very moment!”
Trixie smirked. “Mmm... No.”
“That was not a request!” Rarity's horn began to glow.
Trixie shut it down by zapping it away entirely with her magic, leaving the impetuous white unicorn to stand there and stammer, feeling at the top of her forehead where her horn used to be.
But once she'd recovered from that shock, Rarity stalked menacingly toward Trixie, her back straight and her chest upthrust. Her fake tits jutted out toward Trixie almost threateningly. “I shan't let that stop me! Your reprehensible deeds must—”
Trixie zapped her with magic again, replacing Rarity's fake tits with the natural ones she would have otherwise had – barely any larger than Rainbow Dash's, they still sagged downward pathetically.
That stopped Rarity in her tracks for a moment as she looked down at her own chest. “You... You monster! I shall not stand for such a violation of my—”
“Did somepony say violation?” Trixie smirked even more.
Oh dear me, Rarity thought. What have I gotten myself into now?
Trixie's eyes scanned the crowd. “Hm... You.”
A particularly distasteful stallion cowered under the heat of Trixie's pointing finger. One Rarity knew.
“What's your name, ugly?”
He gulped. “H-hayseed Turnip Truck, Ma'am. I don't want no trouble.”
Trixie smiled at him and pointed at Rarity. “Do you want her?”
The stallion took his hat off and wrung it between his hands. “I... I don't reckon she'd have me, Ma'am. Such a fine lady and all, and I'm, well, I'm me.”
“Trixie!” Rarity stomped a foot, coming just a bit closer. “I will not stand for the insinuation of such—”
Trixie pinched her fingers together, and her magic held Rarity's lips tight. “What if I told you that you could have Rarity whether she wants you or not?”
He glanced back and forth between Trixie and Rarity for a few moments, but then hung his head low. “No Ma'am. I ain't that kind of stallion, an' I respect Miss Rarity too much to do somethin' like that.”
“A pity.” Trixie rolled her eyes. “I was hoping that you'd do it by choice, but I guess I'll have to take matters into my own hands. At least I'll get a chance to try out that 'Rage Boner' spell I found.” Trixie's horn glowed red ... a darker red than usual.
Hayseed darted away, but not fast enough. The red glow caught him, seeped into him ... and then flashed back out through his now-red eyes. He spun around and looked at Rarity with a hungry glare that made her fur stand on end.
Trixie snapped her fingers again, and Rarity's lips were no longer pressed tightly together. “You're going to need your mouth,” Trixie said. “And besides, I want to hear you scream – when he's not filling it.”
Rarity, however, paid no attention to Trixie. She held her hands up in front of her and slowly backed away from Hayseed. “Hayseed, if you're still in there... We could just talk about— Oh my!” She gasped as Hayseed ripped his own pants off, revealing a tremblingly erect cock pointed directly at her face.
Hayseed shambled toward her like a zombie, his cock swinging back and forth with every step.
With a whimper, Rarity turned and ran.
He was too fast. Before she even made it to the edge of the surrounding crowd, he was on her from behind. Before she could even scream, he was in her. He grabbed her mane, twisting it cruelly as he shoved his un-lubed cock into Rarity's ass.
Rarity's high-pitched scream rang throughout the whole town square – anypony who wasn't already watching turned to look ... just in time to see her perfect body sodomized by the ugliest, filthiest stallion in town.
Tears sprang from Rarity's eyes as she felt the pain and the pressure of Hayseed's girth spreading her roughly open where she'd never been spread before. “No!” she squealed. “Hayseed, no!”
But that only enraged him further. His eyes flashed red at her as she glanced at him over her shoulder. He raised his hand and brought it swinging back down against her cutie mark. The slap echoed through the square and raised a red, hand-shaped welt.
Rarity whimpered as he hit her again, shoving more of his length into her ass as he did. She turned her head and saw everyone staring at her, practically the whole town. How could she look any of them in the eye again after this? Now that they'd seen her like this? They would all know she didn't want it ... but they would be thinking about this every time. They'll never look at me the same way, she realized. My life as a lady is over.
Smack! Hayseed's hand pounded into her ass cheek again, making Rarity's soft, supple skin ripple. She cried out as he shoved even more inside. “Take it, slut!” he growled. His voice sounded nothing like it had earlier. With another thrust, he bottomed out, his low-hanging balls thumping against Rarity's pussy.
When those touched, Rarity felt the wetness there. What? Why am I wet? Am ... am I enjoying this? I can't be! I can't be! She didn't feel like she was enjoying it ... but something in her body certainly was. No! She screamed inside her own head. I don't want this! I cannot want it!
Trixie applauded when she saw Hayseed hilted inside Rarity's ass, his mottled cock disappearing between her perfect white cheeks. Her eyes opened wide as an idea came to her. “Good! Now pull out, spin her around, and shove it in her prissy mouth!”
Hayseed did exactly as he was told. He pulled his cock free from Rarity's ass so fast that it made her scream in pain again. Before her scream ended, he spun her around and shoved his cock into her still-screaming mouth, muffling her.
No! No! No! Rarity couldn't even process what was happening to her. His cock tasted foul, putrid. W-why? Even as he shoved it roughly down into her throat, things finally forced their way into her brain. It... It tastes so bad because it was just inside my ass. The black realization poured over her. Oh Goddess. His filthy cock is covered in my own ... my own... She couldn't force herself to finish the thought.
But Hayseed could force her to finish his cock. In, in he pushed, overcoming every bit of Rarity's resistance as he choked her with her own filth.
Rarity cried and whimpered around the cock filling her mouth. The worst part was the trickle of her own juices she felt trailing down her thighs. How can my body be enjoying this? It's torture!
“Good work, Hayseed,” Trixie said. “You won't run out of stamina until the spell wears off ... but make sure you cum inside her cunt at least once – I want her pregnant with the ugliest foals I've ever seen!”
“Yes Ma'am!” the stallion replied as his balls bounced on Rarity's chin.
Trixie tapped her lips with one finger. “Hm... I really feel like I need something to play with while I watch a show this good.” Her cock twitched, almost fully hard again already. And then her eyes found Pinkie Pie. “Ah, Perfect.”
With a flash of her magic, Trixie summoned Pinkie's mouth back, hovering it in the air just above her hand.
Pinkie's eyes instantly zeroed in on her mouth. My mouth! Finally! I need that!
Trixie, looking into Pinkie's eyes the whole time, took the pink mouth in her hand and lowered it toward her blue cock, still wet with Rainbow's drool.
Pinkie's jaw dropped at the realization of what Trixie had in mind. Her jaw wasn't attached to her face, though – it was in Trixie's hands.
The mouth in Trixie's hands suddenly opened wide, and Trixie didn't waste the opportunity. She shoved it down on her cock – deep down on her cock. It slid down easily. Her cock progressively vanished as the pink lips slid over it.
Pinkie's eyes went wide as she felt Trixie's cock slam into her throat from nowhere. And it just didn't stop. It went straight down, filling her completely and making her neck bulge out visibly. When it finally bottomed out, it began quickly thrusting in and out.
Trixie watched the bulge go up and down Pinkie's throat as she massaged Pinkie's mouth up and down her cock. She grinned broadly.
But then something else caught her eye.
Applejack took one trembling, giggling step after another, forcing herself to march onward through the feathers' onslaught. Her face was scrunched up, her eyes barely open through the tears; she walked nearly doubled over, trying to protect herself with her hands. But still, she walked. I'm gonna get that Trixie if it's the last thing I do!
“Ugh! You again?” Trixie rolled her eyes theatrically. “Didn't you learn your lesson the first time?”
Applejack grunted. “I didn't learn anything!”
With a flick of her wrist and a flash of her horn, Trixie banished the feathers and pinned Applejack's back to the ground. “Well, maybe if you won't learn from Trixie, you'll learn from ... your brother.”
Applejack lifted her head to glare at Trixie. “You wouldn't dare.”
With a smirk, Trixie flashed her horn again. A poof of red smoke appeared next to Applejack, quickly clearing to reveal Big Macintosh.
Big Mac was completely nude, soaking wet, and holding a sudsy loofah in his hands. He froze for a moment, his eyes taking in the crowd around him, Trixie, his sister and her friends ... and then he hastily covered his crotch with the quite-inadequate loofah. His face turned even redder.
“Big Macintosh,” Trixie said, “fuck some sense into your sister.”
He looked at Trixie, back down at Applejack, then back at Trixie again. “Eenope.”
“B-big Mac... You have to.” Applejack's words took both her brother and Trixie by surprise. “Just look over there.” She pointed to where Hayseed was still pounding into Rarity.
Hayseed had Rarity on her back now, lifting her legs over his shoulders as he pumped his cock over and over again into her pussy. Splashes of sticky white cream splattered out with every thrust; he'd obviously already cum inside her at least once ... and yet he was still fucking her all the same, despite her despairing wails. As Applejack and Big Mac watched, Hayseed paused for a moment, buried as deeply inside the proper fashionista as he could get, the base of his cock throbbing out another thick load as his eyes flashed a brighter red.
Applejack looked back up at her brother. “You know as well as I do what a nice, respectful stallion Hayseed is ... and look what she did to him! If you don't do what Trixie says, she'll do that to you.”
Big Mac cringed, still holding the dripping loofah in front of his crotch.
“Come on, Big Mac! At least if you're doin' it yourself, you can be gentle – and you can pull out before you fill me up with incest babies.”
Big Mac sighed heavily and gave a quiet “Eeyup.” He lowered his hands away from his crotch.
Applejack's eyes went wide. Sure, she'd seen her brother before a few times, totally on accident. But... I'll be... It sure does look a lot bigger up close. Even though he was still mostly sheathed, just the size of the nubbin already poking out, and the huge balls beneath it. I sure am glad he's gonna be gentle!
As Big Mac approached, Applejack pulled her panties off ... but she left her bra on. No reason to take that off, right? He knelt down in front of her, between her outstretched legs. She felt her breath catch inside her chest as she watched is big, well-muscled body looming over hers ... as she saw his big red cock slipping out from its sheath.
“You sure about this, AJ?”
Full of nervous energy, her hands scrabbled along the ground next to her ... and grabbed onto something. My hat! She grabbed it and slapped it back where it was supposed to be on her head. Looking up at her brother's naked body, she gave him a brave little nod. “I'm ready.”
The broad head of his cock pressed up against her slit. Applejack was familiar enough with slipping stallions inside her – she'd had her share of randy farm hands – but this... This was almost more like sitting down on a bar stool than feeling a cock against her pussy lips.
“Just... Be gentle, ya hear?”
Big Mac nodded down at her with the utmost sincerity ... as he began pushing just a little more firmly.
Applejack's toes curled as her pussy stretched open. She squealed when she felt her brother's warmth begin to enter her. “Big Mac! I ... I...”
“It's alright.” Big Macintosh ran his fingers through Applejack's mane. “Just relax.”
She didn't. She squirmed and her back arched against the ground as his length flowed into her. It spread her open inside ... and yet, it fit like he was always meant to be there.
Reaching up, she wrapped her arms around his thick, muscly neck and pulled him down against her, until his lips nuzzled up between her shoulder and her mane. She could feel his hot breaths there, his heart beating through his chest, his cock gently coming to rest at her very deepest point.
“Oh Big Mac...” She sucked in a deep breath, full of the smell of his mane ... it smelled like new hay. “Are you feelin' what I'm feelin'?”
“Eeyup.”
Trixie licked her lips as she watched the incestuous display. She jerked herself off relentlessly with Pinkie's mouth, feeling her next peak quickly approaching. It was almost enough to make her wish she had a brother ... and definitely made her wish she had a brother like Big Macintosh.
Oh, she was definitely going to have fun with him once he was done with Applejack! Now that she'd defeated Twilight Sparkle, she could have anything she wanted ... anyone she wanted. She grinned, and her pace with Pinkie's mouth increased, furiously pounding her cock into that warm, wet hole, even as Big Mac treated his sister so slowly and gently.
That feeling of power, of control, turned out to be just the little extra push she needed. She shuddered in her throne, her balls clenching up and her cock throbbing thick jets of cum straight down Pinkie's throat.
The pink mare's eyes went wide. She held her stomach and bent over like she was going to throw up ... but of course she couldn't without a mouth.
When Trixie had emptied herself fully, she tossed the pink mouth to a nearby stallion who had an obvious tent forming in his pants.
“You,” she said, “fuck that mouth and pass it on to the next guy when you're done. Anypony who lets that mouth stay empty will...” She tapped her chin. “Um... Be turned into a mare and spend the next week as Ponyville's town whore. Got it?”
The stallion nodded fervently and unzipped his pants, fumbling to get Pinkie's mouth around his cock as quick as he could.
Trixie turned back to Applejack and Big Macintosh just in time to see him pull out of her pussy.
He groaned, lifting himself up off of her, trying to turn away ... but Applejack grabbed his cock. “Not that way!” she said. “I didn't go through all of that just to be cheated outta my reward!” Holding his cock pointed straight at her own face, Applejack opened her mouth wide, holding out her tongue.
The thick white splashes came just a moment later, flinging white strands all over her face ... and only a little bit of it managed to get into her mouth, but she didn't mind. Oh sweet Goddess above, why does it taste so good? I know it's wrong, but it's just so good! She gave a cum-covered smile to her big brother, reveling in the sticky warmth coating her.
As Big Mac rolled off of her, Trixie came walking up, her own blue cock swinging.
Applejack glared up at her. “You're gonna pay for this, ya hear? Twilight ain't licked yet, lemme tell ya, and once the Princess gets back from her trip, she's gonna—”
“Can it.” Trixie shoved Applejack's hat down on her face, smearing Big Mac's cum around with it and shutting the farm pony up. “Enough with the warm-up round. It's time I really gave you what you deserve ... all five of you.” With a flash of her magic and a gesture of her hand, all five of Twilight's friends were instantly dragged up to Trixie's feet.
The shock of the movement woke Rainbow Dash, who jumped up with a start when she bumped into Applejack's sticky body. Pinkie seemed to be on the verge of passing out, her throat still pulsing and rippling with some stranger's cock thrusting into it. Rarity stumbled down, her pussy and ass both gaping, dripping cum from both holes. But that was nothing compared to the mess Fluttershy was in – her whole body was criss-crossed with streaks of cum everywhere except the square where her sign used to be; cum poured from every hole she had to offer ... and yet, all she seemed to care about was her bits. She scrambled around on the ground for them, struggling to see through cum-covered eyes. “My bits! Where have all my bits gone? Oh no, oh no! Now I have to start over!”
“No need for that,” Trixie said. “If I really wanted new shoes, I could just create some with my amazing magic.”
Rainbow coughed and spat out a wad of congealed cum. “What do you want, Trixie? Haven't you done enough already?”
“Ha!” Trixie glared down at them all, her eyes burning red. “Hardly. For my next trick, the five of you are going to help me try out a new spell.”
“Uh-huh. And what's this one do?” Applejack wiped her lip with the back of her hand ... and somehow managed to do so in a threatening way.
“You'll see.” Reveling in the power at her command, Trixie lit her horn. The red surge of power went straight down to her own balls ... which began to swell. They doubled in size. Tripled. Quadrupled. By the time they stopped, she had to stand bow-legged just to make room. They glowed slightly red from the inside ... like a wood stove burning too hot. Her cock stood proudly erect again, though it was only slightly larger than before.
All five ponies on the ground in front of her recoiled away at the sight ... but she drew them closer with her magic. There was no escape from what was soon to come ... and soon to cum.
Trixie gestured down at her cock ... and the gargantuan balls beneath. “Suck it, all of you.”
The five girls glanced back and forth between each other for a moment, each of them looking to the others and trying to figure out what to do.
It didn't take long for a consensus to form. As one, without a word between them, they converged on Trixie's cock. Rainbow Dash and Applejack took turns slurping the tip of it into their mouths, giving each other breaks so they could breathe. Fluttershy and Rarity slid their tongues up and down the shaft, giving each other looks of solidarity as they serviced their tormentor. And even Pinkie – still mouthless – found a way to help: she stroked one hand against the base of it while her other hand rubbed against the huge, steaming surface of Trixie's balls.
Trixie groaned. She was already close – this spell wasn't about pleasure, it was an ancient fertility rite. It was about producing a lot of cum ... magic cum that was guaranteed to result in pregnancy. She tilted her head back and shuddered as she felt the first pulse build inside her. “If you aren't pregnant yet,” she said, jerking her hips as the swell of it pulsed down her cock, “you will be soon!”
Rainbow took the first blast. She was blown over backward by a stream of cum like a fire hose. It poured all over her body, painting her white.
As Rainbow gagged and sputtered, Rarity came into the line of fire. Try as she might to take the next spurt like a lady, she could only take so much. Even as it forced its way down her throat, there was just too much. It exploded out of her mouth and all over her body, all through her hair.
And it just kept coming, unabated and not reduced in the slightest. Fluttershy was instantly bathed in cum as Trixie turned her cock loose on the timid mare. It made all the previous strings of cum on her body disappear under a sea of white.
Applejack's hat was blown off by one spurt that plastered her mane to her head. The next one hit her like a slap in the face; she crumpled under the deluge.
Pinkie Pie was the last to get it, and even though she had no mouth to fill, Trixie didn't spare her. A huge burst of cum splattered straight into Pinkie's featureless face, spilling down across her still-pulsing throat and over the pretty pink dress she was wearing – one of the ones Rarity had made for her. Pinkie regretted wearing it now. She should have taken it off when this all started. But now it was just another thing to soak up Trixie's cum ... which kept coming and coming and coming!
“Line up!” Trixie shouted. “You're all getting pregnant now, so prepare your cunts!” She enforced her will with a blast of magic, lining all five of them up in front of her, faces down and asses up. An extra flick of magic lifted Pinkie's skirt and yanked down her panties.
One enormous spurt of cum had gone wasted – spewing across the town square – as Trixie arranged the girls to her liking, but she didn't waste the next one. Even as it spewed out of her, she lined her cum-spraying tip up with Pinkie's pussy and shoved herself in.
The cum lubed things up just enough to make it effortless. Trixie hilted herself inside the pink mare, her cock throbbing endlessly as it pumped more and more foal-giving cum inside. Pinkie's already-thick belly swelled outward. The dress tore around the middle. By the time Trixie pulled out – accompanied by a geyser of cum – Pinkie looked like she was already heavily pregnant.
Fluttershy got the same treatment. Then Rarity. Then Rainbow Dash. Then Rarity again because she made a slight protest. Then finally Applejack, who chanted over and over again as her belly swelled: “Please let it be Big Mac's. Please let it be Big Mac's...”
Even after all five of them had been inflated like cum balloons, Trixie still wasn't done. She waved her cock back and forth over their backs, drenching them, drowning them in a waterfall of cum until there was hardly any part of them still visible through it.
Only when Trixie finally grew bored and canceled out the spell did her orgasm stop. The town square was filled with – if not a lake – at least a pond of gooey white cum, which the five mares struggled through, trying to claw their way out of it.
Trixie canceled out her cock spell, too, leaving herself with just her pert, natural pussy ... which gave her an idea.
She stood imperiously above the cum-drenched mares. “You have thirty minutes to clean each other off – with your tongues – and return here with the five hottest stallions Ponyville can offer Trixie.”
The five of them looked up at her, mouths gaping, as they struggled to wipe the cum out of their eyes.
“And make sure they're already rock-hard by the time they get here! All this excitement has left the Great and Powerful Trixie in the mood for a good dicking!”
Rainbow Dash flung her hand, which slung a thick wad of cum out toward the crowd. It splatted into the face of a stallion who'd been too busy playing with himself to get out of the way in time. She gestured at the thick layer of cum coating them all. “Are you crazy? Even as fast as I am, it's gonna take hours to get all this off. And where are we even supposed to find 'the hottest stallions Ponyville can offer'?”
“That's your problem, not Trixie's.” She stuck her nose up in the air. “And now you have twenty minutes. Anypony else feel like complaining?”
Five cum-plastered heads shook back and forth. No, no further complaints, thank you very much.
Sighing with a bit of well-earned contentment and resolved to enjoy the rest of her thirty – no, twenty – minute break, Trixie sat back down on her throne and enjoyed the show. All five mares were dutifully licking each other clean ... their already-bulging bellies swelling just a tiny bit more as they ingested another dose of Trixie's cum.
Wow, she thought, the Great and Powerful Trixie has really outdone herself this time. How would she top herself next time? Well, a good start would be to make them all 'prepare' their stallion of choice. That will do for a start. Then...
A ringing sound bounded out and echoed above her head, reverberating through the dome. It repeated itself again and again.
The alarm? Is Twilight Sparkle back to challenge me already? Trixie smirked. Well, maybe this time when she loses to my obviously superior powers, she can try a little dose of what her friends have been dealing with as her prize for being the loser.
“Continue!” she ordered. “I will be back shortly, and if I don't have the five hot, horny stallions I ordered, what you've been through so far will seem like foal's play compared to what I'll do to you next!”
Gathering her magic, she teleported away, heading for the source of the disturbance at the edge of the dome.
All five of Twilight's friends instantly stopped the moment Trixie was gone. They looked at each other.
“Do you think Twilight's come back to save us?” Rainbow asked.
Applejack glanced around the crowd. “Don't know. But either way, ain't this the best time for us to make a quick getaway? We can go hide in my storm cellar. Hardly anypony even knows it's there.”
Rarity slid her fingers across her sticky coat, drawing away a long, thick strand of cum that was becoming stickier by the minute. “Does your cellar happen to have a shower? And perhaps a spa?”
“Nope.” Applejack shook her head. “But there's a wash basin and a few towels, at least.”
“It will have to do,” Rarity said with a sigh. “Lead the way.”
* * *
Twilight stood at the edge of the dome, pounding on it with her fists. What's taking Trixie so long? I thought she'd respond to the alarm a lot faster than this! She glanced down at her naked lavender body again ... at the huge purple cock hanging between her legs.
That spell had been a doozy, but it was worth it. I may have somehow lost the magic duel ... but this time, I've got another kind of duel in mind. She gripped the thick base of her cock in one hand – her fingers barely closed halfway around its girth. And this time, I've brought the big guns!
Author's Note
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