A Succubus in Equestria

Big Mac knocked on the barn door. "Sis, are you in there?"

After a moment, there was a reply.

"Yeah."

"Well, I just wanted to remind you that you promised to make a pie for the crusaders, who are coming over later to celebrate Scootaloo's eighteenth birthday."

"Can't granny smith do it?"

"She's visiting aunt orange, remember?"

"Oh, alright! I'll be out in a minute!"

Big Mac sighed. Why did she have to get off in the barn! She had no problems getting fucked by her girlfriend anywhere, or anytime for that matter...

Cleona smiled. The fool fell for her impersonation of his sister, and he was alone! Great! That meant she had that boy all to herself. She loved breaking males. She licked her lips, pulling memories of him from the still unconscious AJ. With a little work, he'd make an excellent servant.

She felt her form waiver. She couldn't hold this body together much longer. She looked at AJ.

"You've got promise, bitch. Now let's fulfill it."

She put her hands on AJ's breasts first. They were good size already, roughly D cup. But that wasn't good enough for Cleona.

Her hand glowed, and AJ grew 2 sizes.

"G cup breasts, check."

She grabbed AJ'S tongue, stretching it to over a foot long.

"Demonic tongue, check."

She reached down to AJ's crotch, touching her clit. It began to grow and change in shape, turning into a 14 inch cock. Two testicles formed beneath it, growing to the size of apples (like the pun?).

"14 inch cock and 2 balls full of Futa cum, check. Well, looks like you complete my wish list."

She put a hand on AJ's forehead. Her form shimmered then vanished.

AJ sat straight up and smiled.

"Time to break a male!"

Farmhouse, 20 minutes later

Big mac sat on his bed and undid the towel around his waist.

"Nothin like a warm shower after a hard day's work!" he said to no one.

"Indeed. It's almost as good as a nice fuck after a hard day's work!"

He looked up to see his door open, and there, blocking his only escape, was his sister, a wild look in her eyes.

He noticed that her breasts were bigger, and he felt an erection coming on. He quickly covered himself in the towel.

She walked up to him. "Aw, come on, every colt has an incest fetish, especially one with two hot sisters. Now show me what kind of heat you're packing."

Frozen in shock, Big Mac watched as she ripped away the towel, revealing his growing erection. As much as he hated to admit it, she was right. He did have a lustful crush on her. He had dreamt of her many times.

"My my, looks like I was right!" she smiled naughtily. "How about we have some fun!"

Big Mac gasped as she grabbed his penis and began to rub it up and down.

"Sis, no! We can't!"

She looked him in the eyes. "Don't fight it, just give in."

He began to feel light headed. He tried to move his arm, to push her away, but the just felt so heavy. He moaned from the sensation of her rubbing him off.

"That's it, relax and enjoy yourself."

She knelt by the bed and unbuttoned her overburdened shirt. Out spilled her breasts (she wasn't wearing a bra), and he realized his earlier observation was right. She had grown.

She knelt, and he moaned as she held her breasts together, slowly descending on to his cock. They were full and soft, and it took all his restraint not to simply begin thrusting up wildly.

She moved up and down his shaft, from tip to base, as he began to moan constantly, his cock steadily leaking pre. It was too much to bear, he couldn't last much longer...

Cleona, judging by the look on his face, knew he was close. She put her mouth around his tip, and sure enough he cried out, her cheeks swelling with cum after a few moments, he stoped, and she swallowed, savoring the taste. He laid back on the bed.

"Ready for round two?"

Big Mac, by now under her spell, gave a classic "eeyup!"

She stood, and took off her pants. Big Mac gasped as her cock popped loose. It was 7 inches, and it was completely soft! He tried to get up, but she got on the bed, straddling his pelvis, his now half erect cock brushing against a pussy hidden by her balls.

"None of that, now, or I'll have to punish you."

He was unable to move as she sat down on his cock, moaning as his cock pushed inside her.

"Oh my, you're a big boy. And handsome, too. Only one change to make."

She began to raise and lower herself, riding his cock. As she did this, she placed her hands on his chest, and he felt a tingly sensation where they touched.

He looked down, and was shocked to see that he was growing breasts! He tried to struggle, but couldn't move!

She laughed. "Already, I control your body, and soon I will have your mind! But first, I decided that you might as well get to impregnate your sister! I can tell you, she's fantasized about it before!"

"Who are you?"

"Cleona Rashkae, the half breed Witch Queen! I shall take over this land, and those who shunned me SHALL PAY!!!"

Big Mac was terrified, and yet, he could feal the oncoming orgasm.

Cleona smiled. "How about I finish this one with a bang!"

She sat down, completely enveloping his cock, except for the last half inch. He felt his flare pressing against her cervix. It pressed harder and harder...

Suddenly, she slipped the last half inch, squealing as his flare hit the back of her womb. This was more than he could stand, and he let loose a torrent of cum into his sister's womb, filling it with his fertile seed.

He felt his mind slipping away into lust, and he tried to fight it. He had to, he couldn't give in. Twilight had to be warned. Maybe she could fix this. Certainly she could stop this monster from doing things to Applebloom. Horrible, perverted things...

Cleona watched as his mind fell to her spell. "You were easier to break than I expected. I didn't even get to use my new cock."

She looked at the clock. "Well, we still have about an hour before those crusaders get here. How about a little more fun?"

She got off of him, his cum leaking out of her pussy, and stood beside the bed.

"Roll over!"

He rolled onto his stomach. She grabbed his ankles and pulled him out to his waist, his dick hanging down limply.

She lifted him up, lining up his ass with her hips. She poked his anus with her cock, testing his tightness.

"Damn! You're too tight. I guess I'll have to figure some thing else out. Roll back over."

He rolled back over, his mouth open. This gave her an idea.

"Spin around so that your head is hanging off the bed."

He did so.

"Good. Now open wide!"

She stuck the flare in his mouth, moaning from the wet warmth.

"Oh my, yes! It's been so long since I throat fucked someone!"

She pushed deeper, watching his throat bulging out. She began thrusting harder, working his mouth like a cock sock.

"You like the taste of your queen's cock, don't you! No need to answer, I can tell by your erection that you do!"

She grabbed his growing dick and wrapped her tongue around it, savoring the taste. A wicked thought occured to her, and she withdrew her tongue, leaving just the tip on his flare. She moved to the opening of his urethra, probing at it. When this earned a moan from him (or it would have if his mouth wasn't being used as a sex toy) she pushed deeper, his cock stretching from the intrusion.

She began fucking his throat faster, enjoying his throat. It couldn't last long though...

She began cumming, filling his stomach with her futa cum.

She took her cock from his throat, and her tongue from his urethra. She began jerking his cock.

"Look up."

He obeyed, just in time to get a face full of his own cum.

"Now go get washed up. We want you to look good for the crusaders. Especially for that damn Unicorn..."

Meanwhile, at the Prench Cafe...

Twilight laughed at Pinkie's joke, happy to spend time with her girlfriend. Unfortunately for her, it wouldn't last long.

Spike ran into the restaurant, dodging angry diners and irate waiters.

"Twilight *gasp* Princess Celestia *gasp* sent this *gasp* for you."

She took the letter from the dragon and opened it.

Twilight, urgent! Do NOT cast a spell from the book you were given. If you have, and are still yourself, come to Canterlot IMMEDIATELY and bring the book! This is a matter of equestria's safety! Trust no one you haven't been with since you cast the spell. I will explain upon your arrival.

Twilight looked up at Pinkie. She had been with her the entire night .

"Up for a trip to Canterlot?"