Flanksworth

by DHeroRedMagma

Rating: mature
Tags: Anthro, Original Character, Porn, My Little Pony: Friendship is Magic, Sex
Length: 12010

There has always been whispers about the club, Flanksworth. Tonight a small group of ponies are gonna find out if they are true. By taking part in the tour.

Flanksworth. It is known throughout town and tonight it happens to be holding it's first ever grand tour. five selected ponies get to enter to learn if the rumors are true and there is more to Flanksworth than meets the eye.

Warning This Fic contains Breeding, futa on male, futa on female, gloryholes, excessive cum, exhibitionism, Gender swapping, cum inflation and many more to be revealed

Published 2018-05-17 20:20:13 UTC
Last updated 2018-09-05 23:07:44 UTC

Floor 2: Exhibition

Soon the magic disperses leaving a purple smoke that disappears into the top of the room as the door creaks open

“Well we are here floor two everyone.” Skorch informs with a grin as everyone slowly follows having calmed down from a near panic attack of the unknown in the room.

As they exit the magic room they are greeted to the sight of several other stallions with no pants busy beating their respected meat while casually conversing with each other. There are mares doing the same thing but more mares are busy getting fucked up against a wall by some stallion or another mare with a dick.

“And here is our first stop an exhibitionists wet dream.” Skorch announces to the group. “Here you can jack it for all to see or pound one of our guest or hire one of our entertainers for a quick fuck.” Skorch says as most of the patrons don’t mind the others watching as a matter of fact they enjoy it.

“So wait this whole place is to watch people have sex?!” Shae Butter exclaims face turning bright red in embarrassment as some of the patrons shoot her winks.

“Correct some like to partake some like to watch or both and everything in between.” Skorch explains. “And just like the first floors backrooms, here it’s pumped full of contraceptives so pregnancy is not to be a problem… except a few occasions, who knew after a couple of fucks you could break through the contraceptives.” Skorch notes, mumbling the last bit to himself.

A couple of they pantsless ponies eye the group as they stare in wonder at the odd group. “Oh I forgot there is a strict No pants rule here so please remove your undergarments and lower garments.” Skorch says as he starts to pull down his own pants once more. Shae Butter’s face turns completely red as she reluctantly starts to undo her skirt and pull down her pink panties. Chatterbox and Gossip do the same letting their junk free both their dicks hanging out flaccidly between their legs. Midnight sighs as all the stallions look at her awaiting for her to take her own short shorts down but when she does she lets her very own eighteen inch monster and large nuts loose, which happens to draw some of the female's attention. Blitz Flare shyly takes of his own pants exposing his fourteen inch donger attached to his rather feminine body making it look rather out of place.

“Attention everypony the raffle will begin shortly for today’s lucky winner to get a chance with one of the top mares here!” An announcer announces at a small booth set up nearby. He is soon bombarded with fellow patrons all clambering to get a raffle ticket.

“If any of you would like to get a ticket feel free we are going to watch the show regardless.” Skorch explains as Chatterbox and Gossip rush to get their own tickets. As they would only last a short while with Chatterbox getting the last ticket sold while the booth owner begins the drawing by grabbing a tumbler from underneath his small booth.

“Alright the raffle will begin but first let’s see the mare of the hour!” He announces as he draws attention to a nearby bed covered with comfy looking pillows. “Please give a warm welcome to to Leech!” and from out a nearby curtain the mare in question struts over to the bed in her birthday suit trying to entice the crowd with a small dance. She ran her fingers through her black coat and turned around giving her ass a spank along with a devious grin on her face which was hard for some to see due to the white marking that was on her face. She then flopped onto the bed spreading her legs wide open to reveal her dripping wet love canal.

“Best of luck to the winner, we are gonna have lots of fun” Leech says winking to the crowd who are now doing cat calls as the announcer readies the tumbler.

“Alright let the drawing begin!” he shouts as he starts turning the tumbler with all the numbers in it as many of the ticket holders hold their breath and clutch their tickets tightly hoping to win. Finally the announcer stops spinning opens the small hatch and reaches in and pulls out a ticket. “And the winning ticket is… Seven, three, four, six!” He calls out to the crowd some groan in disappointment before a voice cries out.

“Aww yeah I won!” the feminine voice cheered one that belonged to Chatterbox as she rushed up handing her winning ticket to the booth announcer.

“Congratulations miss step right up and take your prize.” He says gesturing to the bed which she does as she strips her shirt off letting her big double E breasts flop free before climbing onto the bed.

“My an eager winner I have here.” Leech teased as Chatterbox lined herself up with Leech’s marehood ready to enter her feeling the heat it was giving off on her tip.

“You know it, never look a gift fuck in the mouth.” Chatterbox says which causes Leech to open her mouth as a joke before quickly closing it and chuckling as Chatterbox rams her rod deep into her in one go to turn her laughes to moans.

“Heh not too fond of my jokes huh?” Leech teases as Chatterbox continues to bury herself balls deep inside of her.

“Maybe that or just a little pent up need.” Chatterbox responses beginning to rut Leech’s supple cunt with powerful thrusts causing her balls to fill the room with constant slapping noises. The rest of the tour group watch as most of the other patrons soon start beating their meats once more some even freely cumming on the floor.

“Um question mister Skorch.” Shae Butter says still bright red with embarrassment at where she is and what is going on.

“Shoot.” Skorch responds lightly stroking his own cocks base.

“Who is in charge of cleaning up exactly? Of you know any messes…” Shae Butter asks noticing more freely hosing the floor with sticky seed.

“Oh we have a top of the line cleaning crew here at Flanksworth, we do have to pay quite a large amount of bits to keep them working considering the kinds of messes we have here.” Skorch replies. “And boy are they picky about the messes we make.” Skorch mumbles to himself once more as they continue to watch Chatterbox go to town on Leech’s poor cunny as a river of female juices leak from it in copious amounts.

“Unf shit you are fucking tight!” Chatterbox exclaims as she continues her roughneck pace.

“Hehe glad you like it and judging from the guys spunking on the floors the fans like it too” Leech replies kissing her cheek. She also continued to work her vaginal muscles to milk Chatterbox as much as possible bringing her to her peak faster.

“Oh shhit!” Gossip cries having joined the crowd masturbation she soon started shooting her load onto the floor.

“Woah that is a pretty big load.” Midnight comments unenthusiastically.

“Watch it you almost hit me with that!” Blitz Flare yelps as he nearly avoids being hit with the freely cumming pony’s load.

Eventually Chatterbox can take no more and soon unloads her hefty load inside Leech.

“Woah sprung a leak there haven’t ya?” Leech teases as her vaginal walls are painted white with Chatterbox’s cum stuffing her.

Chatterbox soon feels exhaustion take her as she collapses on top of Leech pinning her to the bed.

“Someone mind lending a hand?” Leech asks as Skorch approaches and pulls Chatterbox off and out of Leech.

“Okay well now that we have all seen what it’s like working on this floor let’s head for the next one but someone help me carry her.” Skorch asks as Gossip helps by slinging Chatterbox’s arm around her neck as the group heads back into the elevator.

Floor 3: Roleplay

The group soon returns to the magic elevator fresh from their latest tour on the last floor.

“Man my legs are still wobbly” Chatterbox notes still struggling to stand after her fuck session.

“Well we can’t sit around and wait on with the tour!” Skorch announces as he hits the next rune filling the room once more with magic and then purple smoke. The door once again opens up as Skorch leads the group through it.

“And here is the third floor our Roleplaying Haven!” he announces showing them around a room full of hallways and doors.

“This doesn’t seem like much.” Gossip points out seeing nothing at all hinting towards it.

“Well duh you need to enter the private rooms I have a room right here to show you what it’s about.” He informs them as he opens a door with the label ‘private’ on it.

The door leads to a complete white room with a strange looking large box that could fit a pony into.

“And here we are this state of the art magic enhancing room similar to what brings us between floors can be used to set the scene for a fantastic fantasy like adventure.” Skorch explains entering the box as it lights up with magic and lets out a loud ding noise before he steps out only instead of his regular form he now looks like the one and only Princess Celestia.

“Now this device utilizes magic to allow the scenery in the room as well as the users to change into almost anypony” The fake Celestia says sounding exactly like her to boot before she heads back in and reverts back to his original form. “Any questions?” Skorch asks as they all stare with their jaws dropped.

“So wait we can mimic anypony?” Blitz Flare asks.

“Yes so long as your in the confides of one of these rooms, the second you step out it wears off.” Skorch explains before heading to the door. “They also can make real life clothing too but as said before only last while in the room.” Skorch explains. “Any other questions?” The group shake their heads in response. “Good now onto the demonstration across the hall.” Skorch informs them eagerly. “We had two volunteers to show you how it works here much like they did upstairs.”

“Wait so you rigged for what happened upstairs with Chatterbox?” Gossip asks still helping Chatterbox a bit as she finally feels her strength returning.

“Maybe… consider it a free sample and many more to come potentially.” He says opening the door across the hall while using his magic to close the other one as the group go through.
The group soon find themselves on a small island in the middle of the water the sun beaming down on them.

“So where are we?” Shae Butter asks timidly scanning the scene before they spot a nearby pirate ship approaching as it crashes against a side of the island.

“Also remember we are spectators not performers this is only for the demonstrators to take part in not us.” Skorch reminds them as he gets comfy on the ground of the island ready for the show as the ship drops it’s anchor causing it to splash in the water.

“Land Ho!” a figure from the ship yells before jumping down to the island sands revealing it to be a changeling dressed fully in a rather revealing pirate attire which hugs her frame firmly as well as show off her assets. “Arrr we finally reached new land , First mate Magma! Status report!” The pirate dressed changeling cries out as another pirate clad figure drops down, also donning the pirate attire.

“How did I let you talk me into this Hollow?” First mate Magma responds to Hollow feeling ridiculous in his costume.

“That be Captain Hollow Armour to you first mate! The best female pirate in all the seas seeking to find some booty, don’t you forget it first mate or ya’ll be walking the plank.” Hollow responds laying on a very thick pirate accent.

“Ugh yes, Captain Hollow” Magma responds rolling his eyes.

“Good first mate, now you won’t be ending up in davy jones locker anytime soon.” Hollow says before she decides to let some of her pheromones loose as it fills the air entering everyone's noses. Magma recognizing the scent gulps as he tries to fight off the newly building heat in his loins as his cock bulges through his pirate short shorts.

“Um Skorch what is that scent in the air?” Shae Butter asks as her pussy becomes more damp from her feminine juices while everyone else pops a boner.

“Well if I had to guess I’d suggest the good captain is responsible but hey works for us we get a free show to jack it too.” Skorch says rubbing his member as slowly Blitz Flare joins in with his own cock rubbings. Pretty soon Midnight strokes her own member with Chatterbox and Gossip following suit aside from Shae Butter who kept fighting the urge to masturbate.

“Avast first mate! What be that you be hiding in your shorts?” Hollow asks as his shorts finally give way letting his twenty inch cock spring free. “Ah ha! So me first mate dares to draw his cutlass on his own Captain? Trying to start a mutiny and plunder me booty are ye?” She accuses pointing at his junk. Magma simply rolls his eyes and decides to play along giving in and doing what she wants.

“Aye Captain Hollow, for too long I have been without any plunder of my own. So now I am gonna run ye down with me cutlass and help myself to your booty.” He responds charging at her and tackling her to the ground all the while tearing off her lower garments to expose her slutty marehood. Hew then soon lines his meat with her velvet curtain and slides himself in.

“Arrr you won’t get away with this coup you seadog.” Hollow responds between some moans as her tits jiggle with each thrust still contained in her blouse which Magma unceremoniously rips open revealing her heft chest pillows. The island is soon lively with the sound of two things one being Magma’s furious thrusts topped off with his balls slapping against Hollow’s sex with each powerful thrust and the sound of the group masturbating while watching the show, as well as some moans coming from both respective parties.

“Ahhh Captain Hollow you have some nice buried treasure you were holding out on me here.” Magma teases slapping her tits around for good measure as some of her milk begins leaking out of her melons.

“Aye but be careful ye might be falling into a booby trap.” she says before grabbing his head and ramming it into her one of her tits as she tries to get him to latch on and suckle on it. He soon gulps down heaping helpings of her milk which quickly causes him to grow more rigid and get more horny as his cock starts leaking pre cum helping lube up her passage way. “Now ye fallen into my trap shipmate, you were thinking to much with that large canon between your legs but now I will take control!” She exclaims soon pushing him over still on his cock as she then begins to ride him. “Now get ready for a ride more rough than the sea on a stormy night!” Hollow says as she rapidly rises and falls on his cock slamming down onto his cock as it hits her womb each time he bottoms out inside her.

“Woah she like really turned the tables on him.” Midnight points out before suckling on her cock’s head.

“Arr thought you could pull a fast one now I have your main cannon in me porthole and judging by the rapid twitching your ready to fire your payload.” Hollow points out her vaginal walls hugging him tightly.

”Nngh ahhh.” Chatterbox let’s out as she starts cumming first her cum shooting out on the sands. Still a bit tender from her fun times on the previous floor..

“Oh shit fuck I just nutted too.” Gossip says as some of her cum shoots into the air landing on her tits and face. “I thought we were all gonna cum together or something?” Gossip asks.

“Eh just cum when you feel like” Skorch responds still beating his own meat.

Magma grits his teeth as he soon cannot take no more as his prestigious load begins to flood Hollow’s womb with his thick spooge.

“Aye your certainly are firing a lot down me porthole first mate but this is only the beginning.” She says whispering the last part into his ear before stuffing her tit back into his mouth letting her milk flow into him as hiscock remains hard as iron and she continues to ride him. Midnight finally cums right into her mouth not wanting to make much of a mess on the sands. Blitz Flare follows suit shooting thick squirts outta his cock traveling a good distance from where he was.

Soon hours pass and Magma and Hollow continued to go at it. With Hollow’s milk helping re-energize Magma’s cock whenever he threatened to go soft. By the groups count Magma and Hollow in total had just about twelve orgasms in total between the two of them as Skorch get up and dusts the sands off using his magic to call for the door.

“Well gang this could be awhile so we will let these two go at it while we head to the next part of the tour.” Skorch says as they all nod and walk through the door.

“Please… send help...” Magma groans as he fires another batch into Hollow. But it was too late as the group have already left. Magma was pretty sure he had gotten Hollow pregnant again with the sheer amount of seed he dumped into her as she continued to ride him unsure of when she would stop.

Floor 4: Gloryhole

The group soon once more return to the elevator room and like before Skorch presses a room and the magic smoke appears and soon after disperses as the door once more opens and Skorch leads them out of the room.

“And here’s the next floor as part of our tour!” Skorch announces but all the group sees is a big lobby like room with a split hallway with one saying ‘Giving’ and pointing to the right and another saying ‘Receiving’ pointing in the opposite way. “For this part of the tour we will have to split up with a lucky pony visiting one of the sides and meeting one of our esteemed employee’s here at Flanksworth. So without further ado Shae Butter can you head down the right hallway because she is waiting for you.” Skorch says pointing down the ‘giving hallway.

“Oh uhm okay then. I will see you guys after then.” She says giving a small wave goodbye as she heads down the hallway as Skorch leads the rest down the left hall.

As they open the door the group is treated to a rather erotic sight and understanding washes over them. Along a wall to the right in the room they entered is filled with Gloryholes and stallions and cock bearing mares all moan in pleasure with getting their dicks sucked or fucking a mare in some of the holes whose lower half sticks out from the wall.

“Welcome to the Gloryhole section of Flanksworth!” Skorch announces.

Meanwhile on the other side Shae Butter opens the door and turns crimson as she sees various mares and a few stallions sucking off cocks and some moaning from being fucked.

“Are you the one Skorch told me about?” a large over endowed mare asks Shae Butter with an extremely heavy accent. Shae Butter just stared at her, her tits were huge and threatened to pop out of the rater small corset she was wearing.

“Um Yes.” Shae butter responds.

“Da, excellent my name is Tanya welcome to Flanksworth training facility.” She says with her accent being a bit tough to make out.

“Wait… training?” Shae Butter asks confused.

“Da, Skorch use to have me on another floor but I was how you say… A bit too popular so he had me work here training new employees to suck cock and take one too.” Tanya explains patting a giant paddle that reads ‘The Hot Seat’. “So since you are part of tour group I give you tour of how I train.” She explains as she walks down the room. “This is main place ze blowjobs as you would call it. Here mares and some of our more… submissive feminine stallions suck the cock until they get the learn how to perfectly please it.” She explains grabbing a pink femboy and pushing his head further down the cock. “And once they learn how to suck they must learn how to be fucked here.” she informs her showing off the beds that lead through the holes. “They lie down and either get fucked doggy or missionary their preference.” she says as she watches the femboy from earlier finish up with his cock and get on one of the beds on his stomach.

“Um why are the males wearing rings around their junk?” Shae Butter asks noticing that particular males cock ring.

“Simple most males or sometimes our more exotic females rather play with their own junk then work a cock, so we tie the cock up course if they are getting fucked they have the ring removed.” Tanya says removing the ring off the stallions dick before slapping his ass and tying his legs wide open ready to be ass pounded on the other side. “Now let me explain some of the patent techniques I teach…” She says before trailing into a lesson.

Meanwhile on the other side.

“Woah there are so many options here.” Blitz Flare says unsure of what hole to fill.

“Just pick any.” Midnight says walking over to a hole with a mares legs and marehood out on display she looks to the picture taped over head before fingering the cunt in front of her.

“Nngh Ahhhhh! N-no fingers please!” the mare squeaks back in between moans. Midnight shrugs before lining up her mare meat with the slicken hole in front of her.

Chatterbox still a bit tender from earlier finds a not yet fucked mare and decides to eat her out for a bit giving her sore member a break.

Gossip found a hole and was busy getting sucked off by somepony as she kept moaning from the sensation she felt of the moist wet lips.

“I don’t know…” Blitz Flare says before noticing on one wall of the room was a large door with a sign reading ‘Only for those seeking true pleasure unknown.’ “Hmmm maybe I will try in there.” Blitz Flare says to himself before entering the room.

Meanwhile in the other room Tanya continued to instruct Shae Butter on how to milk a cock for all it’s worth.

“And while it begins shooting be sure to grab the balls da, doing so may trigger a secondary orgasm if grabbed at the right moment. So how many cocks have you ever had sex with?” She asks crossing her arms which help support her massive cleavage.

“Uhm One.” Shae Butter meekly replies.

“Okay I can work with dis, how about sucked off?” Tanya asks to which Shae Butter holds up only one finger. “Oh I have my work cut out for me.” Tanya sighs as she soon heard a bell from a door on the other side of the room. “Seems we have the perfect volunteer to show you how we work follow me.” She says as she opens the door with the bell.

As Blitz Flare enters the room and looks around the room but it was empty, save for one wall with a hole with writing saying ‘Enter Here’. As he slowly approaches, letting out a nervous sigh.

While on the other side of the wall a door opens with Tanya leading the way inside with Shae Butter in tow.

“Now since some brave stallion or mare has stepped into my parlor I will show them domination. I will show him a true cock milking, he will feel his balls empty and drained of his seed.” She says awaiting for the cock in question. “You will observe Shae Butter and learn some of the more advanced cock milking techniques.” She explains waiting for the cock to be put through the whole to ‘show it domination’.

“Okay here we go moment of truth…” Blitz Flare says as he soon thrusts his cock through the hole unaware of what was said beyond the other side.

Tanya soon sees the darker orange cock come through, Shae Butter lets out a tiny gasp realizing she knows that cock. It’s size and color looks exactly like Blitz Flare’s to her considering they have been nude from the waist down this whole tour, she’d know it anywhere.

“Well time to show this cock who is boss.” Tanya says giving it’s length a nice long lick as it throbs in pleasure, tickling the nut sack with her finger tips as a fat dollop of pre cum is produced on it’s tip.

“Oooohhhh fuck yeah!” Blitz Flare chimes in the background as Tanya smiles before looking Shae Butter in the eye.

“Give me 5 minutes and he will cum.” Tanya says before taking the cock whole in her mouth while her tongue wraps itself around it. Blitz Flare bit his lower lip unaware of awaits his cock. As Tanya continues to constrict around his cock having her tongue practically milk him as his cock produces more and more pre cum. His cock continued to twitch rapidly as he gave a warning knock on the wall signaling his impending orgasm. He soon begins flooding Tanya’s mouth with his sticky seed freely spewing it about with reckless abandon. Tanya does not gag at all instead gulping it down as fast as it comes out as she drains Blitz Flare’s balls of all their cum. She soon pulls off as the cock softens in her grip.

“An adequate taste and warm up but now to show him what a real ride feels like.” Tanya says as she grips onto Blitz Flare’s near flaccid cock and repositions herself to where her wet and ready snatch is right up against his flared tip. Her heat being projected right onto his glans as he slowly regains rigidity and slides into her velvet curtain. He hisses in pleasure still a bit tender from already cumming once. Tanya takes it slow as she leans down onto his cock taking him inch by painstaking inch. Until he bottoms out inside her, feeling the warmness of her snatch as she flexes her vaginal muscles around him making herself tighter. She soon begins to ride his cock through the gloryhole her ass slamming against the wall as she hits the base.

Meanwhile back in the main gloryhole room. Midnight continues to go to town on the mare she had picked out as she continues a rough pace with her. Gossip was still being sucked off by whoever was behind the hole she was in. but whoever it was certainly had a talented mouth. Chatterbox soon grew erect and found a nice femboy’s ass to plant herself in fucking his ass in. She could tell he was enjoying it as his cock throbbed and he made plenty of moans on the other side of the wall.

“Unf fuck, hey wonder where Blitz Flare and Skorch ran off to?” Chatterbox asks with concern.

“Urgh shit, I don’t know I saw Blitz Flare go into that room over there and as for Skorch I haven’t seen him around, he is probably waiting for us to finish here.” Midnight says as she continues to pound the poor mare’s snatch into a mold of her cock.

“If you say so, come on boy work that ass of yours!” Chatterbox yells smacking the pink ass she was buried in. The owner let’s out a yelp as he continues taking her thick meat.

Back in the pleasure room Tanya continues her ‘domination’ of Blitz Flare’s cock he tried to pull out before but was unable to her vaginal muscles keeping him locked inside her. With no escape or any choice other than to have his dick used as a personal dildo. He soon feels the pressure build up once more another orgasm impending.

“Now you see Shae Butter you need to learn to train your snatch to keep cocks rock hard after orgasming.” Tanya explains still riding the poor dick in her clam. Blitz Flare grits his teeth as he cums again that not at all stops or slows down Tanya as she continues to slam down on his tender rod.

Back in the main room…

“Oh fuck!” Gossip cries out as her baby batter floods the cocksuckers gob. As her balls rush out as much of her seed out her cock.

Chatterbox continued to fuck the femboy stallions ass as is cock starts twitching before releasing a huge payload with him groaning in relief as his cock spews cum like a faucet dumping copious amounts of cum till it’s pooling around his and Chatterbox’s hooves. She soon pulls his tail trying to split him open with her cock as she soon floods her own cream in his once tight tailhole.

“Sweet Celestia you sure were pent up now my turn to bust a nut hope your ass can handle it” she cries out as she thrusts in one last time before dumping her hefty load into the poor butt. The Femboy soon feels her over charged cum drip out of his ass and backwash onto his balls joining the puddle of spunk he made below.

MIdnight continue her rough pounding of the girl who has came by her count five times now. Her balls soaked with her female juices being sprayed against her sack.

“Fuuuuuuuuuuuuck!” Midnight cries out as she floods her cunt full of cock cream as it hits her womb.

“Ahhhhh!” the female cries out slightly worried but forgetting about the contraceptives in effect.

All the while Shae Butter’s face turned red, she watched Tanya ride Blitz Flare’s cock through several orgasms and keeping him hard. She had lost track of the orgasms he has had but soon Tanya grinds to a halt as she catches her breath and pulls off his now finally limp and cum leaking cock.

“Now that is how you ride a cock right da?” She says elbowing Shae Butter playfully as she wipes sweat from her brow. “Now let’s go you been here too long, I hope you learned something Shae Butter.” Tanya informs her as Shae Butter gives her a little respectful bow.

The group soon meet back up in the elevator with Blitz Flare holding his cock in pain. Everyone else is smiling except Shae Butter who is still blushing red.

“Well hope you had fun here gang but now on to the next floor!” Skorch says.

Floor 5: Gender Swapping

Once more Skorch activates the room so they can make way to the next floor but this time something is...different. The smoke is a different color then it usually is and for some they feel… off. The magical smoke lingers around for a little while longer than normal before disappearing.

“Alright everyone let’s head out!” Skorch says as he heads for the door, but the second he steps out a large flash of light envelopes him only for it disperse but now showing off how he was no longer a he. Now sporting what seemed to be double D cup breasts and a pussy as well as a longer flowing mane.

“I should have mentioned that we are on the gender swapping floor as to not have left you guys surprised.” she giggles as the group stares in disbelief not only was her body that of a mare but her voice too. “And since we are on this floor feel free to call me by my more feminine name. Angel.” she says softly urging them to come. “Relax it isn’t permanent only while on this floor.” she reassures as Blitz Flare gulps and takes a step out of the room. Only to be engulfed in a similar light and as it fades he discovers he is much like Angel now. Feminine features and a perky pair of breasts with a cute pink pussy to top it off.

“Woah this feels weird.” Blitz Flare notes feeling her newly acquired boobs. Shae Butter gulps and turns crimson once more as she builds up the courage to walk out and be engulfed in light as well. As the group looks on in curiosity as she is soon turned into a stallion. Still with his former body’s frame but without breasts and instead of a pussy a sixteen inch horse cock and two balls the size of apples.

“Huh wonder why my frame is still the same?” He wonders outloud in a deep masculine voice.

“Well the magic works differently on everyone.” Angel remarks.

Midnight soon takes a deep breath and closed her eyes, before stepping forward through the door only to not be engulfed as she stays still before opening her eyes in confusion.

“I should also say it doesn’t work on futa’s by the way” Angel says as Chatterbox and Gossip walk through the door too only to not be affected either.

Soon the group is altogether as Angel leads them through what looks to be a cafe with numerous ponies sitting and chatting in the buff.

“I don’t know it feels different cumming with a pussy while getting it in the ass then with a dick.” one of the ponies say to what the group presumes is their friend or significant other.

“I think i prefer taking your cock then giving you dick personally.” another stallion mentions at another table.

“Most of the clients who come to this floor are couples looking to spice things up in the bedroom.” Angel explains as they walk through hearing the various chatter.

“So cumming with a cock or cumming with a pussy which one is better?” someone asks

“I don’t know with a pussy it gets everywhere my legs are soaked, a cock it’s easier to aim.” the other answers.

“Oof my thighs hurt” another pony says.

“Anyway as you can see this is for very adventurous ponies, so for now let’s check out some of the rooms.” Angel suggests leading them to the backrooms.

“So are there anything unique about this floor?” Blitz Flare asks eying Shae Butter, he admittingly already had a crush on her at the start of the tour but now they were completely different genders.

“Well we do have more than the normal amount of contraceptives on this floor available, to avoid any accidental pregnancies considering that this isn’t our normal genders so it would be quite awkward.” Angel points out to numerous contraceptives based supplies from bubblegum all the way to lollipops.

“So there have been pregnancies here before?” Chatterbox asks.

“Unfortunately yes and they carried over to when they changed back to their original genders which caused massive complications, in which we had to pay out the nose to correct.” Angel answers rather sheepishly. “And unlike someone impregnating on the other floors here we take it more seriously since we usually have to pay to correct it.”

“Exactly how many times has this happened?” Gossip asks.

“Before implementing our new policy we had about nine cases of accidental pregnancies on this floor and trust me it cost us over a million bits to in damages, however the fathers and mothers of the foals are happy now… aside from the awkward explanations that follows later on in life.” Angel admits as she leads the group to the back rooms. “And this is where all the fun happens. The rooms here are rentals so be sure, you have someone special to share them with.”

“Wait I thought there were escorts for every floor?” Midnight says.

“Well yes but our statistics show most customers who come down here are couples and most of our workers prefer to remain their own genders.” Angel explains as she opens a door to the room. “Anyway time to play a game!” Angel cheers out loud as she lets her horn light up and grabs Shae Butter and Blitz Flare with her magic. “Since you two are the only ones who were affected by the magic, you earned what I like to call ‘Eleven Minutes of Heaven’ have fun you two” she says shoving them into the room and closing and locking it.

“So I guess we just watch in another room?” Chatterbox asks.

“I mean we can’t watch them but sure we can hang out in another room for now.” Angel suggests opening a door to the room adjacent to Shae Butter and Blitz Flare’s room.

As the two get up and Shae Butter tries to open the door he lets out a loud huff of frustration..

“It’s locked great.” he notes as he goes over to the bed and flops onto it.

“Well not like we can do anything about it.” Blitz Flare says as she sits next to him trying to comfort him. “By the way how does it feel being the opposite gender.” she asks him.

“Well it feels weird having these things between my legs. how about you?” he asks sitting up.

“Well personally I always had a femboyish type body so having tits and a snatch feels, I dunno right I guess is the word.” she explains eying his meat as her hand sneaks to cope a feel of her meat. Which in turn surprises Shae Butter.

“Eep! Hey what are you doing!?” he cries out but soon as Blitz Flare encircles around his member and begins stroking his plea’s turn to moans of pleasure. “Blitz what has gotten into you?” he asks her in between moans.

“Hm just curious. I mean we have these new bits and pieces why not try them out?” Blitz Flare informs him as she continues stroking causing Shae Butter to pop a raging boner.

“Haaaa this feels weird…” he notes not use to having this big throbbing rod between his legs.

“Want me to stop?” Blitz Flare asks him. He soon shakes his head in response and she continues to stroke him off. Causing some pre cum to form on his blunt-headed tip.

“B-Blitz do you wanna… you know… do it?” he says turning crimson at the thought. He who is really a she, asking Blitz Flare sex!? What has gotten into her? Maybe Angel and the others were rubbing off on her.

“Uhmmm….sure why not I am curious to how it would feel.” Blitz Flare responds as she lies down onto the bed spreading her legs to reveal a glistening slit. This in turn caused Shae Butter to turn crimson as he gets up his cock throbbing and ready as he lines it up.

“R-ready?” he asks her nervously to which Blitz responds with a slight nod as she holds her legs back to allow him easy access. He soon bumps his tip into her slit causing her to let out a loud surprised moan as he jumps. “You okay!?” he asks as she bites her lip and nods. He then resumes his cock sinking as his tip penetrates, her spreading her velvet curtain wide open to welcome his cock.

“Ohhh fuck is this what all stallions feel?” Shae Butter asks as he bottoms out inside her.

“Nngh… shit fuck give me a minute to stretch around this thing.” Blitz Flare says gritting her teeth. Feeling every single inch of his cock as her cunt hugs it tightly. Shae Butter instinctively starts pulling out only to ease his way back in constantly repeating this motion. Shae Butter pants each time his newly found cock throbbing inside the pleasurable walls of Blitz Flare’s new vagina.

“Shit fuck!” Blitz Flare cries out clenching down on the throbbing intruder, as she cums her legs go numb causing Shae Butter to speed up his own rod clenching tightly.

“Nngh fuck my dick is going numb it feels so good!” he cries out as his dick explodes inside Blitz Flare’s wet sopping snatch. Flooding her with thick cream from her new balls painting her insides as much as possible. “Oooooh, I think I came…” Shae Butter notes as she falls straight into Blitz Flare’s soft melons.

A loud click is heard from the door as Angel and the group enter the room. Angel covered in some cum on her tits, chin and face.

“Told you they would do it, looks like you all owe me twenty bits each.” Angel snickers.

“Damn, I thought they wouldn’t do it for sure.” Chatterbox said.

“Well least we got a blowjob out of it.” Gossip says while Shae Butter and Blitz Flare turn crimson with embarrassment.

“Welp anyway let’s get back to the tour everyone we still have floors to visit.” Angel says scooping up cum and devouring it.

Floor 6: Breeding

The group feels the magic do it’s thing as they are teleported to a new floor. Skorch looking over to Shae Butter and Blitz Flare, both return to their respective genders blushing. The door opens and Skorch leads them onward.

“C’mon gang!” Skorch says, leading them into the next room.

As they walk through the door to the next room, the group find themselves in a hospital like setting with several nurses running around doing their jobs.

“Uhm… is this a clinic?” Shae Butter asks, looking around.

“Well, yes and no. See, this is the floor that is dedicated to...well, mares who are single and want foals and stallions who like to donate their seed to help others,” Skorch explains to them.

“So, it’s a sperm bank?” Blitz Flare questions.

“Close, it’s the breeding floor. As we learned, some couples or others love the idea of being bred like they're in heat, so we provide it here,” he explains as they walk through passing a small plaque reading ‘Breeder of the month’ with a picture of a red pony with a neon blue and purple, mane similar to the pony that they met on the roleplaying floor. “So, here there are no contraceptives, only fertility enhancements, so we can help couples have foals or some single mares out there who always wanted to be pinned down and bred proper.”

“Well then, what is with all the nurses then?” Midnight questions.

“Simple, they help out with the fertility treatments, as well as explaining basic safe sex while pregnant along with other things one may need to know. Sometimes, mares come here to give birth or go into labor, so we offer them a delivery room,” Skorch explains as a few nurses rush by into a different wing of the place.

“Wow this seems very expensive,” Gossip points out.

“It is, but the nurses also double as surrogate mothers and let some single stallions breed them so they can have their very own foal,” Skorch explains, showing a room full of pregnant nurses. Some of the staff filled bottles with their breast milk, while others worked to seal and move the product to a line of refrigerators along one wall. Skorch then leads them to another large double door, opening it before them.

As the doors swing open, numerous fillies and colts are at play in the large room. Some are playing with toys, others are reading books or being told stories by the staff.

“This is the daycare, many of our patrons have foals so we provide this area to drop them off while they go about their business on other floors,” Skorch explains as a pegasus filly flies by with several colts chasing after her, trying to escape only to be stopped by a nurse’s magic. Skorch then closes the door and leads the tour onward once again.

Skorch soon leads them into a room with numerous stall walls, hiding what seem to be a vast number of spread open legs of mares.

“Is this another gloryhole room?” Midnight asks, getting turned on staring at them.

“Nope, these are sperm extractors or sex dolls to be more precise. We made them to allow some stallions to donate seed to store for any mares who come here for impregnation but don’t want to have to do the deed to get knocked up,” he explains as they pass by several stallions and mares with either their pants down or skirts flipped up as they pound the fake lower halves. “And we custom made them out of a type of realistic plastic and silicone similar to what many use as sex toys.” he explains finding an empty one and patting it causing it to wiggle and shake as if it were real. He soon leads them out of the room with Midnight taking a longing look at the empty stall, feeling her cock harden before reluctantly following.

The group soon found themselves at the central reception area. Nurses and employees moved about, busy with with or that as they worked through the day. Strangely, a solitary, burgundy mare stood at the counter, awaiting service of some kind.

“Hmmm, I don’t know... these are the new studs that came in you say?” she asks the clerk with her big, bright, cyan eyes staring at the nurse behind the counter.

“Yes miss, this is our latest crop of stallions and mares who have volunteered with the process,” the clerk answers back. The mare sighs before turning away to leave before spotting Midnight.

“Oh, is she a donor here?!” she asks excitedly, looking at the clerk who quickly pulls out several catalogs.

“I’m not sure, I haven’t seen her before,” the nurse says quickly skimming over the catalogs as the burgundy mare walks over to the group.

“Um, excuse me. You don’t happen to be a donor here would you?” she asks Midnight, leaving the mare confused by the question.

“Errr, no miss…?” Midnight responds, unsure of who this mare is and why, out of the blue, she would choose her for a donor.

“Paprika, Paprika Panera,” she says, holding a hand out, which Midnight instinctively shakes.

“Okay Ms. Panera, nice to meet you! No offense, but you seem a tad old to be having another foal,” Midnight blurts out without thinking, causing Paprika to frown.
“You’re only as old as you feel missy,” she says, poking Midnight’s nose. “And I think I can have another foal. It’s just… well, I wanted to do something more adventurous, which is why one of my girlfriends recommended this place to me. She told me about the prize breeders who worked here are a great fuck, but I didn’t know that booking a session with them would be a nightmare,” she rambles on.

“So your just looking for an out of the ordinary that results in a foal?” Midnight asks figuring out what she wants exactly and slightly puzzled by it.

“Exactly, so come on, let’s get a room then,” Paprika says, grabbing Midnight as she begins dragging her over to the counter to book a room with surprising strength despite her size and frame.

“Wait, hold on, I can walk too you know!” Midnight complains as she is forcibly maneuvered over to the counter.

“Welp, guess we will have to put the tour on hold till Midnight gets back,” Skorch says as an extremely busty mare comes running up him, carrying arms full of papers.

“Ah Skorch, I am glad I was able to find you. We need you to finish all this paperwork.” she says, huffing to catch her breath.

“Who is she?” Gossip asks.

“I’m the secretary of Flanksworth, Gloria Bazongas, and I need your faithful tour guide to do some paperwork. NOW!” she says with a demanding tone.

“Wait, what? I thought you would have it covered,” he responds nervously.

“No, like I told you last week, and yesterday, we need your signature and approval, so come along,” she says, using her magic and dragging Skorch off.

“Wait, no. Help me PLEASE!” he yells back as the group laughs and looks to each other.

“Well, while we wait for them, Gossip and I are gonna go donate some seed and try and flirt with a few of the nurses,” Chatterbox informs Shae Butter and Blitz Flare.

“Okay, we’re gonna go help with the fillies and colts in the daycare,” Shae Butter responds, returning with two pull over gowns to cover themselves as they go to volunteer. All the while, Gossip and Chatterbox go over to the stalls to donate some cum.

Meanwhile, a door opens up to a rather strong aroma as Paprika and Midnight enter the room they got which had numerous scented candles in the room which filled it with the strong soothing scent.

“Woah, the aroma in here is super strong,” Midnight points out, closing the door while Paprika nervously sits on the edge of the bed sweating bullets.

“Nervous about having a foal?” Midnight asks, breaking Paprika out of her sweat filled nerves.

“No, I have had two already just never done anything this wild before, especially with another mare,” Paprika explains as she tries her best to calm down so they can begin.

“Uh huh, so you said you have two kids, what do you do for a living?” Midnight asks, feeling if they got to know one another it could break the hanging tension.

Elsewhere, Gossip and Chatterbox secured themselves some sperm donor stalls as they begin humping the fake lower halves making sexual offers to any passing nurses causing them to blush heavily.

“Hey baby, your so hot if you want i can take your temperature with my meat thermometer,” Chatterbox says winking at one of the nurses who turns crimson at the thought and rushes off.

In the daycare Shae Butter and Blitz Flare, they were having fun with the fillies and colts. Reading stories or just playing games with the young ponies, which lead to the staff being able to take a much needed break. Most of them being able to eat lunch or having a smoke.

Elsewhere in a private room on the floor Gloria continued to force Skorch to do the important paperwork.

“And these are the documents for the lawsuit of the mare who ended up with a dick after leaving the confines of the gender swapping floor, we need your signature here, here and here,” Gloria says pointing at several lines to which Skorch boredly fills out effortlessly as Gloria replaces with another one that he simply repeated all the while scheming to make a break out of the room.

Paprika laughed heartily as Midnight continued to chat the older mare up, which helped make her more comfortable, as she soon snorted loudly causing her to laugh even harder at that.

“Well now, you sure do have a very tedious and eventful life working at that bakery. I mean every jock stallion asks if they can glaze your buns?” Midnight chuckles at the rather stupid childish pick up line she has heard a million time.

“All the time and one of them tried to proposition me with a condom saying ‘It will be the best baby trust me’ trying to pass himself off as a big player,” Paprika laughs, nearly falling off the side of the bed.

“Woah, watch out,” Midnight says grabbing Paprika to help her stay on the bed but accidently pulling her too hard right into her bosom. This, in turn, caused Paprika to squeak and abruptly pull away, showing off a full faced blush of embarrassment.

“Ah! I am sorry I didn’t mean to fall face first into your funbags!” Paprika quickly apologizes, blushing heavily as her hand grazes across Midnight’s crotch, feeling the slight bulge of her cock. “Oh sorry…Wow that is bigger than I expected,” Paprika comments, soon grabbing the member in question and feeling it up, no longer as embarrassed and being rather bold. She soon catches herself, and shys away a bit, before snapping her fingers. “Oh I’d almost forgot,” as she quickly goes over to the small dresser in the room, pulling it open to grab two vials of fluid, one pink and one blue, before handing her partner the blue vial. “Part of these special rooms is these drinks. They’re supposed to help aid the conception or something,” she mentions as she opens and downs the pink vial in one gulp.

“Okay… I did agree to this so if it helps,” Midnight says, downing her own vial of blue liquid and smacking her lips. The two look at each other for a moment. “So feel anything?” Midnight asks.

“Nope, you?” Paprika asks.

“Nothing,” Midnight says, looking at the vial and back at Paprika. “Maybe this was a dud?” Midnight says, when suddenly her eighteen inch dong rapidly grows hard and pulses in time with her heartbeat.

“Woah, what’s got you so hot and bothered?” Paprika asks as she slowly felt a burning desire in her loins, spurning her to jump that cock and ride it for all it’s worth.

“Huh, I dunno why…” Midnight says, her mind slowly going blank as she looks over Paprika and sniffs deeply at a scent in the air. That scent, being fertile and ripe for the picking, her cock growing more hungry from the aroma as she advances forward and pushes Paprika on the bed.

“Woah, there honey!” Paprika says nervously but soon she can smell it. Virile seed in her sack, and plentiful too. Potential foals, all sitting inside that hefty nut sack, and all she would have to do is tame that beast of a cock with her wet snatch. Sure, it had seen some action. Some stallions had came in with their average sized members, but never something on this level. The biggest she had ever taken was fourteen inch long and she thought that was big, but this one is a far bigger one by far. Midnight uses her magic to make Paprika’s clothes disappear and spreads her legs wide open, placing her throbbing beast of a dick in between the burgundy folds in front of her. She soon cocks her hips back and batters her mighty beast in Paprika’s cave of wonders. The sudden penetration causes Paprika to open her mouth and scream in pleasure. Midnight takes the opportunity to give her a deep passionate kiss as she beings rutting Paprika.

Back in the donor area, Gossip continues fucking the fake marehood holding onto the legs for leverage to keep her thrusts steady. She hit the mark each time until she finally burst, flooding thick seed into the fake vagina to serve as a future mare’s foal one day.

Chatterbox soon found herself in one of the cleaning room closets, with a nurse sucking down her member. Who would have thought when Chatterbox asked her, ‘Hey cutie want me to take your temperature?’ she would responded with a, ‘yes’. The nurse soon pulls it out of her mouth, looking up at Chatterbox.

“So is my temperature normal?” she asks, stroking the cock in her hand.

“Well, it’s hard to tell. I will need to put it in your butt,” Chatterbox mentions with a grin on her face, causing the nurse to slip her panties off and hike her skirt up a bit. She then stands up, bending over a bit and putting her ass on display. Her moist cunny drips it’s juices invitingly, as Chatterbox prods the entrance to her tailhole. She soon slips in, giving the mare a chance to adjust.

“So, what is my temperature?” she asks again, to which Chatterbox concludes that this nurse is clueless. Does she even realize they are having sex, or does she actually believe she is getting her temperature checked? Well, Chatterbox isn’t one to look a gift fuck in the mouth and soon starts thrusting in and out. The sudden pistoning causes the nurse to moan loudly and try and maintain balance in the cleaning closet. “Ah, oh, this is like those other temperature taking devices the stallions keep using on me,” she says, causing Chatterbox to conclude she is absolutely clueless. It’s not surprising several other stallions tricked her into doing sexual things with the excuse of ‘examining her’ or ‘checking her temperature’. But that isn’t gonna stop her from rutting this nurse’s asshole and blowing a nice load in it too. Chatterbox swats the mare’s ass while slamming her thick meat stick into her partner’s tight pucker, stretching it wide. “Ahhhh~ does it have to be so rough?” she asks although she is rather roomy in her plush bottom.

“It’s to, uhh, get an accurate reading,” Chatterbox responds with a grin on her face as she pounds the nurses rump. She’s pretty sure the mare will be walking funny after this, not letting up as her thick mare meat throbs inside the the tight anal walls. Her flare begins extending within the girl, drops of pre spew from its blunted tip.

“Ngh… If you say so, this is just like last time though,” the nurse moans out loud as she continues to maintain balance, knocking over several cleaning products which clamour onto the floor. Thankfully, none of them spill in the process. Chatterbox continues to grip her thighs, lightly stroking them as her sausage is milked by the clueless gals anal muscles flexing and strangling it only aided by some pre cum lubing up the passage. She continues to piston herself in and out, her hips working as if they were on autopilot; the nurse panting and moaning, knocking over several brooms and cleaning products, further messing up the formerly tidy closet. Unfortunately, a few of the bottles begin to leak, spilling their contents to the floor along with a generous amount of the nurse’s fluids.

“Ah~ Celestia I am gonna nut!” Chatterbox cries out as her cock throbs, beginning to spray it’s seed deep inside the clueless girl’s ass.

“N-ngh, why do all these special thermetors discharge this white sticky stuff,” the nurse whines slightly, her belly swelling a bit from the vastness of the load Chatterbox is letting out into her backdoor. Wave after wave of spooge gushes forth, causing the nurse to suddenly feel exceptionally full, before Chatterbox’s orgasm finally dies down. Her balls, now thoroughly drained, dangle about as she pulls out, unleashing a cascade of thick seed from the mare. Thick gobbets begin running down the nurse’s legs and pooling alongside the mixture of her juices and cleaning products.

“Well uhhh… your temperature is fine thanks for the romp, bye,” Chatterbox say, taking off like a bullet, opening the door and rushing out to find Gossip again as a nurse walking by and peers in at the mess.

“Ugh, seriously again this is the fourth time this week I found you like this and it’s only tuesday!” the other nurse complains as a cum bubble bursts in the clueless nurses stomach causing her to let out a cum burp.

Back in the breeding room, Midnight was balls deep inside Paprika, her cock barely kissing the entrance to her womb with each thrusts. Both were letting out primal growls and groans, there minds clouded by a singular form of lust to copulate and breed a new life into Paprika from Midnight’s fuck stick and hefty balls. Midnight, mad with rut lust, pounds away at the mare below her with reckless abandon, having lost herself to her base desires to breed. Paprika felt much the same, her body pining for the thick, virile load which awaited in the dickmare’s low hanging and weighty balls, her womb practically begging to be filled beyond capacity. The two went at it like rabid beasts, grunting and huffing without a care in the world. All either of them wanted was to fill the primal urge to reproduce, lost utterly in a fit of passion. Midnight leans in, grasping the mare around the back of the head and pulling her upward. The two lock lips, their tongues at war with one another as they continue to fuck like a pair of savages. Moaning and groaning into each other’s mouths, the continued; Midnight enjoying the mare’s slick canal while Paprika savored the girthy, vascular rod that plumbed her deepest depths.

“O-oh Midnight! Keep going! Dump a litter’s worth of foal batter inside of me!~” Paprika screams out as her cunt gives way, clamping down hard on Midnight’s rod.

“Ohhhhhhhh FUCK YES!~” Midnight cries out as she feels her balls tighten, sending a rush of seed traveling to her cock and causing her veins to bulge with the tide of seed as her flare fully extends, locking her inside her mate. The dickmare erupts, flooding the mare’s snatch with baby batter. Nearly gallons of it spew forth from her balls as she screamed in pleasure. Both of the ponies are in utter bliss as her seed sought out a fertile egg to attach too. The two embrace one another as they passionately kiss once more, their minds had been cleared as time seems to fly by around them but they are stuck in eternity together. Paprika’s belly rumbled as the sheer amount of cum inside of her causes her abdomen to swell. There’s so much that some backwashes over Midnight’s balls and Paprika’s tush, pooling in the sheets causing them to stain.

After some time of the two laying there in their mess Midnight felt her flare and cock deflate as she slid out of Paprika with a wet pop. Paprika was still a mess panting on the bed with her tongue lolled out of her mouth and cum rushing out of her slit. Midnight gives her a small kiss on the cheek as she heads out the door to find the tour group.

Midnight walks down the hall passing two nurses seemingly arguing by a broom closet.

“How many times must we explain to you that most around here are looking for sex and keep tricking you while your on the job!” one nurse cries out rather annoyed with the one they were talking to.

“No, honest they were helping take my temperature I swear,” the other rather pregnant looking mare says, letting out a loud belch which smelled rather salty. Midnight ignores them and makes her way back to reception where she rejoins everyone, except for Skorch.

“Oh, good to see you back Midnight! Guess we just wait on Skorch than,” Shae Butter says, beaming a smile. Almost as if on cue, Skorch appears with a rather nervous look on his face.

“Hey, you guys all finished? Good, let’s go to the next floor now. Hurry, hurry, hurry!” he says rushing them back into the teleportation room.

“You finished all that paperwork?” Blitz Flare asks.

“Not exactly,” Skorch responds.

“Skorch!!! I swear to Celestia, when I get you I am gonna squeeze your balls into raisins!!” a loud feminine voice cries out, sounding similar to Gloria’s.

“Into the room NOW!” Skorch exclaims as he pushes them in shutting the door and hitting the rune to the next floor.

Floor 1: The Club itself

The night was bright and starry, a beautiful night provided by Princess Luna of course. Most of the other ponies were at home or on their way home to tuck their foals in for the night. Except for a few night ponies who were on their way to a fabled local establishment. Flanksworth, is what they called it a nightclub known for many things. Mostly it’s mares and sometimes stallions when it’s mares night of course. But there has always been rumours about it being more than just show, that they catered to more than just what you see and more with what you can feel. A pleasure house that caters to any ponies pleasure of choice. And tonight is the beginning of something new here at Flanksworth. As a young alicorn stallion steps out of the building staring at the long wait line to get in before turning to another small little group. They were interested in getting in but it seems that they were waiting for him. As he cleared his throat and slicked back his burgundy mane before flashing a smile.

”Welcome! Thank you for waiting for the first ever Flanksworth tour! I will be your guide, my name is Skorch!” He announces with a grin as he looks over the small group. The total of the tour group was five he remembered four mares and one stallion but from the looks of it he only had five mares. “Well for starters how about you guys introduce yourselves so I know I have the right ponies.” He suggests as the group begins introducing themselves.

“My name is Chatterbox and this is my friend Gossip” A blue mare with a black mane with yellow highlights in it says pointing with her thumb next to her to the soft gray mare with a white mane who is apparently named Gossip.

“Um Hi, I’m Shae Butter.” A meekly looking mare says. As she nervously looks around, as if second guessing her decision.

“I’m Gothic Midnight but just call me Midnight.” A uninterested white pegasus mare says toying with her black and purple mane.

“I am Blitz Flare.” the final pony says in a feminine tone but as Skorch went over the list and genders of each applicant Blitz was on the list but as a male.

“Wait your Blitz Flare? It says here that a stallion was suppose to show unless...” Skorch slowly connecting the dots before realizing the answer.

“Well I am a stallion but I am sort of a tomgirl.” Blitz Flare says tapping the edge of his pointer fingers together nervously.

“Okay, well with that wrapped up let us begin the tour!” Skorch says before clearing his throat again. “As you are already aware, You have expressed interest in being a potential employee here at Flanksworth. And this tour is meant to show you all Flanksworth has to offer.” Skorch says as he opens the door and loud music escapes into the night. “Please no flash photography.”

The group follows him inside to see the large crowd by the stage where a mare is in the middle of her show as the stallions eyeball her with their jaws dropped.

“As you can see this is our main stage, here our patrons enjoy the shows that our talent put on.” Skorch says proudly as the mare on stage soon turns around showing off her ass to the audience causing them to hoot and holler in approval. A waitress holding a large tray of mugs soon gets to the main stage handing out all the drinks that were ordered and is rewarded with tips and some grope of her ass as well. She then blushes before heading back to the barr as the stallions look back at the dancer as she pulls the straps of her bra off and tosses it to the crowd as they cheer loudly trying to grab it. She continues her dance sticking the stripper pole between her exposed breasts and sliding down the pole.

“And we serve high quality cider here to our patrons along with many other exotic beverages.” Skorch continues to explain.

“So like all we would do is strip and shit?” Midnight asks knowing some of the rumors about Flanksworth, that it was more than a run of the mill strip club.

“Well if you will follow me.” Skorch says as a grin spreads across his face, knowing the answer to the unicorn’s question a she leads them to the backroom opening a door and leading them through it.

As they enter the room their noses are hit by one singular smell, Lust. The entire back room consists of moans of pleasure as well as furious grunts and semi sticky floors.

“Woah so the rumors are true.” Shae Butter remarks rather nervously soaking in the scene.

“So to answer the top question. Yes Flanksworth is also a brothel or as I like to call it a house of pleasure where each of your desires can be met.” Skorch proudly announces as a few happy customers come out of their rooms after just having pulled their pants back up. Soon one of the entertainers comes out blowing a kiss goodbye to her satisfied customer before walking over to where the tour group is.

“Well I take it this is the tour group?” The mare asks looking at the potential employee’s.

“Sure are Glistening Petals, just explaining how it works here.” Skorch explains to her as she snickers and gets on her knees and takes his trousers down exposing his dong.

“Well let me take care of you while you explain.” Glistening Petals says taking him into her mouth.

“Woah that is so fucking hot.” Gossip says stroking the growing bulge in her panties.

“Ugh you are such a slut Gossip! Wait till after the tour at least.” Chatterbox remarks at Gossips arousal.

“To be fair we are in a room that stinks of sex.” Midnight chimes in. “And the tour guide getting blown is kind of hot, even I am getting a bit hard.” she says pointing to a bulge in her plaid skirt. As Blitz Flare gulps being the only full blooded male in the group who is surrounded by hardening dongs.

“Anyway back to the- Unf, tour. There are several floors to Flanksworth this is the main floor.” Skorch explains letting some pleasure filled moans escape as he grabs Glistening Petals mane and pushing her further down his slab of meat. “This is the vanilla section as we call it which consists of the club and the backrooms.” He goes on as she works on his balls with her hand causing his wings to spread out. “All the- Mmm fuck, rooms have contraceptives to help prevent pregnancies so our clients can fuck worry free and unload a lot of pent up stress. But if someone is too virile they can punch through the natural contraceptives we have pumping into the rooms.” he says as Glistening Petals pulls off his cock with a wet pop gasping for air as she jerks his cock.

“Your telling me that one client knocked me up and baby sitters are pretty expensive, still nice to know he comes around sometimes.” Glistening Petals comments as she goes back down on Skorch

“So any questions?” Skorch asks as he starts humping Glistening Petals face.

“Yeah can we by chance partake in some of the action?” Blitz asks his cock bulging through his outfit.

“Of course on some of the other floors you guys are more than welcome too- Fuuuuck!” Skorch announces as he discharges his load of cum into Glistening Petals mouth giving her a tasty mouthful of his cream.

“Oh my gosh.” Shae Butter says turning crimson at the sight as her slit leaked some of her sweet juices.

“Ahhhh! Just what I needed! Thanks Glistening. Anyway gang on with the tour next stop the second floor of Flanksworth!” He excitedly announces as he pulls his cock out of her mouth shooting one last shot at her face covering it with his cock cream.

“So is there like a staircase we are taking?” Chatterbox asks as they follow Skorch into a strange room with runes written on the wall.

“Nope we are teleporting to the next floor.” Skorch answers pressing one of the runes as the room lights up with magic.
“What!?” the group asks as the magic let’s loose in the room.