“Hello and welcome to the Festival Of Life!” Mayor Mare announced, to the cheers of hundreds of gathered mares and the odd few stallions.

“I won't waste your time, so to start with, everyone who has a number between one through thirty will be able to participate in today’s festival. Tomorrow everyone with a number between thirty one and sixty will be able to, and so on for the rest of the festival.” A chorus of groans and a few cheers erupted from the crowd.

The mayor chuckled at the sight of two mares fighting over a number. “Anyway. Please don't go anywhere yet even if your number isn't one of the few that will be participating today as I am only going to explain the rules once.”

The mayor glared at the few mares in the crowd not paying attention, smiling once she noticed that they were now looking up at her and at least half paying attention. “You will approach the festival tent in a single line where an assistant will be waiting to take your number and answer any last minute questions you may have. After she signals for you to enter you will find a volunteer that will prep you for the stud, who in turn will call you in once they are ready.”

“Any questions?”

“What do you mean by prep?” One mare yelled.

The mayor lifted an eyebrow at the girl. “I think you know what I mean.” She shook her head and looked out over the crowd, ignoring the now blushing girl. “Now then, any other questions?”

“How long is this going to take?” Another mare yelled.

“Good question. There is a full schedule on the back of your information cards with the estimated time of your appointment.” She fixed the random, slightly older greying mare with a look. “Do not be late, your name will be skipped and you will be put on a short list that may not even come up.”

The crowd murmured for a few moments, and once Mayor Mare was sure there weren't anymore questions she nodded to an assistant. “Without further ado, I now pronounce the Festival Of Life officially open!”

The crowd cheered, with the first thirty ponies cheering a little louder than the rest. The mayor reached over to the side and gripped a small mallet before rearing back and slamming it into a massive gong. The enormous brass object reverberated through the crowd and the large tent that rested behind her.

Inside, a rather panicky looking Fluttershy paced nervously, her bathrobe tied tightly as she nibbled on her fingernails. Beside her Pinkie Pie hummed softly, proudly placing a large batch of muffins on a table next to the exit.

“There, perfect!” the baker announced. “Nothing is quite as nice as a peanut butter chocolate chip muffin after a good fuck.”

“Why peanut butter though?” Fluttershy asked.

“It's a perfect burst of protein after exercise! Plus it tastes great.” The pink girl bit into the muffin eagerly, her eyes rolling back into her head as she greedily inhaled the pastry.

Fluttershy giggled awkwardly, glancing at the entrance to the tent where a long line of mares no doubt waited. The pegasus gulped, her wings twitching nervously at her sides. “Hey Pinkie?”

The baker swallowed audibly before turning to the thinner girl. “What's up Flutters?”

The pegasus gripped her coat tightly, clenching the soft fabric and looking down. “Would you mind staying for a bit? Until I’m comfortable?”

The enthusiastic woman bounced over to her friend, scooping her up in a tight hug and squeezing her smaller breasts against the pegasus’ much larger pair. “Of course I could do that for you!”

“T-thanks.”

“Should I lead for the first few?” Fluttershy nodded. “Alrighty.”

Pinkie Pie grabbed her skirt in both hands and threw it over her head, instantly revealing the fact that she was not wearing underwear and that she had somehow managed to remove all her clothes in a single fluid motion. Fluttershy gawked, temporarily taken aback by the sight of her friend’s nude body, only to blush and look away a second later.

Pinkie herself seemed nonplussed by the change of events and merely struck a seductive pose, pushing out her meagre, at least compared to Fluttershy’s, chest and grinning as charmingly as possible. A second later the face of their assistant appeared between the flaps of the tent, not even batting an eye at the naked Pinkie Pie. “First mare coming up girls, have fun.” The light teal assistant winked before disappearing, instantly being replaced by a familiar wall eyed pegasus who looked around the room with as much nervousness as Fluttershy.

She wore a simple white tank top over her average breasts, and a short grey skirt covered only a few inches of thigh. Her light yellow hair tied back into a simple pony tail that looked pretty good on the shy pegasus. “Oh hi Fluttershy, Pinkie Pie.” She greeted, only blushing a little at the sight of the town’s baker already nude.

“Hey Derpy! How's it going?” Pinkie Pie asked, bouncing up to the other mare and throwing an arm over her shoulder, ushering her further into the tent.

“Pretty good, kinda nervous though.” She responded, looking down at the ground.

“Why is that?” Fluttershy asked, stepping a little closer.

“Is it true that Twilight is studding for the festival?” She asked, a glimmer of hope in her eye.

“Yupperoni!” Pinkie Pie answered.

“Oh thank goodness.” The wall eyed pegasus said with a sigh, a small smile spreading across her face.

“Why does it matter if it's Twilight?” Fluttershy asked, curious as to her fellow pegasus’ sudden relief.

“Well, I know most ponies think I’m weird but Twilight-” Her eyes sparkled, briefly aligning as she gazed at the room just beyond, where the titular alicorn was preparing. “-She called me beautiful once.”

Pinkie Pie sniffed, wiping a tear from her eye. “Well she's right you know! You are totally hot, Derpy!”

“That's so nice.” Fluttershy added.

The wall eyed pony shook her head enthusiastically. “I’m so excited that it’s Twilight, ever since Dinkie went off to college the house felt so empty and I’m just so excited that it's Twilight!” She announced, a tiny squeal making it past her lips.

Fluttershy’s smile grew as did her confidence and in a swift motion she discarded her robe, and took a step towards the now blushing girl, large breasts bouncing and heaving on her chest. “Well then.” The pegasus whispered huskily. “We better warm you up for her then.”

Pinkie Pie licked her lips. “Good thinking Fluttershy. This is one muffin I can't wait to taste.”

The wall eyed girl gulped. “Oh my.” She muttered.

Applejack walked into the entrance area of the tent, looking around to the various toys, bottles of lubricants and a copy of the pony sutra that sat on a nearby table. The farmer couldn't help but gulp at the sight of such unrestrained debauchery, and that was without thinking about just how much debauchery she had signed up for.

She hugged her housecoat a little closer, ensuring the draw strings were pulled tight around her muscled but still generous curves. “Right, this is nothing Applejack. You’ve had plenty of mare friends and friends with benefits over the years. Ain't nothing you haven't done before.”

Despite her little pep talk she couldn't help but glance over her shoulder at the exit, and her small pile of clothes that rested next to it. “Aww who am I kidding.” She muttered.

She was about to make her way over to the pile and give Twilight the bad news when the same light teal assistant poked her head inside, startling the farm girl. “You ready for your first, Applejack?”

“Err, actually-”

“Great! I’ll send her right in.”

Applejack frowned, resisting the urge to face palm. “Alright, when she comes in just tell her it doesn't feel right and… Juney?”

The two toned yellow curly haired girl in the entrance stared in shock at the sight of the farm pony, who mirrored her shocked expression. Applejack’s mind instantly went back to the last time they had seen each other all those years ago and instantly her trepidation was wiped away.

“What are you doing here?” The mare asked.

Applejack shook her head. “I should be asking you the same thing.”

“Well…” The girl tugged at her short orange t-shirt that only barely contained her bulging bosom. “I moved back to Ponyville a few months ago and started up the old farm again. Figured a couple of foals would help the old place really feel alive again.”

“Well I’ll be.” Applejack muttered.

The other girl coughed nervously. “So uh-”

“After this, would you like to see a movie with me?” Applejack blurted.

“What? I mean, yeah of course!” The two mares grinned madly, their old flame suddenly rekindled as if nothing had changed.

Suddenly Applejack shook her head, laughing at the ridiculousness of it all. “What's so funny?”

The apple farmer smiled, wiping a tear from her eye. “Never thought today would end quite like this.”

The other farmer grinned mischievously. “Shouldn't you be warming me up?”

“Yes ma’am.” Applejack saluted.

The two women collided in the center of the room, Applejack’s robe and June Bug’s shirt discarded in their haste. Their lips pressed together as the two girls worked desperately to make up for lost time. The lighter colored pony’s denim jeans were quickly tossed aside, Applejack’s fingers quickly slipping between the other girl’s now bare legs and getting to work. Fifteen minutes later when Twilight Sparkle yelled she was ready, neither ponies even noticed until the alicorn poked her head into the room and laughed at the sight she beheld.

On the small bed set in the corner of the room the two farmers were twisted into a violent tangle of limbs and passion. Only a thankfully short use of the Royal Canterlot Voice was able to break them from their intimate moment.

Rarity hummed softly to herself, choosing to ignore the sound of Twilight violently rutting somepony silly. The fashionista held her hand at arm’s length, using her magic to file her nails nice and short. After her pinky was thusly shortened she brought her hand up to her lips and blew, revealing perfectly symmetrical, but short nails.

“Well short nails are in this season.” She remarked, only a little saddened by the loss of her perfectly manicured and long nails.

“Oh fuck the hell yes, fill my womb with your hot cum!” Somepony screamed from the other room.”

Rarity sighed, rolling her eyes. “It seems like somepony forgot the silence spell, again.”

The fashionista shrugged, noticing movement on the other side of the flap. The mare stood proudly, only pausing to pull down her robe slightly and revealing a few more inches of cleavage. The teal assistant poked her head into the tent and smiled at Rarity who already seemed ready. “I’ll send her in then.” She said simply, before ducking back outside.

A short, relatively slim girl about the same age as Rarity walked into the tent, her eyes wide with wonder. A small horn poked out from her bright teal mane, which hung in a haphazard fashion that didn't even look like it had been brushed. The girl’s slim form was hidden beneath a long brown trench coat that reached her knees.

Rarity blinked at the odd ensamble, forcing a smile onto her face. “Welcome to the Ponyville Festival Of Life.” The fashionista bowed slightly. “I am here to ensure that you have a wonderful time.”

“Oh hey Rarity. Boy am I glad it's you here.” Lyra remarked, smiling widely at the fashionable mare.

“I am thrilled to see you as well Lyra, but before we begin I must ask…”

Lyra blinked. “Oh! Nah I don't care that it's Twilight, me and Bon Bon talked about how we both wanted to be moms so here I am.” Rarity’s eyebrow raised slightly at Bon Bon’s name, making Lyra blush slightly. “She's, just a friend.” The girl muttered. “Oh yeah and keep this on the DL, alright? This is supposed to be a surprise.”

Rarity shrugged. “Whatever you say.” The mare bowed suddenly, giving the eager Lyra a perfect view at Rarity’s large, perfectly round breasts. “How may I serve youuu?”

Lyra had dropped her coat, revealing her nude body just beneath. “What? I figured it was easier.”

Rarity shrugged. “So, what do you enjoy?”

“Finger me, please.” Lyra added quickly, moving close to the other pony.

Rarity chuckled at the excitable girl, eagerly obliging after casting aside her robe. Lyra gulped at the sight of the lithe, perfectly shaped form of the resident seamstress. “Holy shit.” The girl muttered.

Rarity wasted no time, guiding the other girl over to the bed and diving straight for the other girl’s eager pussy that already glistened with moisture. “Would you mind using three fingers?” Lyra asked suddenly.

“Of course darling.”

Rarity did as offered, eagerly using her ring, index and middle fingers to bring the mint colored pony to two consecutive screaming orgasms in a matter of minutes. The sheer intensity of which caught Rarity off guard, but she quickly adapted, almost a little shocked when the second one rolled around in so little time. When Twilight poked her head into the entryway and yelled next, Lyra almost looked a little forlorn and she glanced at Rarity with mixed emotions. “Hey uh, I hope you don't think this is weird but sometimes Bon Bon likes to swing and-”

“I’ll think about it.” Rarity interrupted, with a smirk, smacking the other girl on the ass. “Go get her, tiger.”

Lyra gulped at the sight of the alicorn, her heart beating fast in her chest. “H-hi.”

Pinkie Pie bounced eagerly as she waited for the funny teal mare to send in the next pony. Her above average breasts that had only grown since her time in Ponyville bounced as did the rest of her, in a strangely hypnotizing way.

“Oh I can't wait! I hope it's Matilda, or nurse Redheart.” Her eyes popped open suddenly. “Or Rainbow Dash!”

She stopped suddenly. “Wait, she's didn't sign up for the festival, silly Pinkie.” She stuck her tongue out and bonked her head with a fist.

The teal mare from before popped her head into the tent, giggling at the odd expression on Pinkie’s face. “Ready miss Pie?”

“You know it!” Pinkie Pie gave her a huge thumbs up, and an equally big smile.

“Alright Mrs Cake, go on in.”

“Whuh.” Pinkie muttered, her mouth hanging open as she watched her boss walk in wearing a slim, form fitting skirt and button up combo that hugged her very generous curves.

“Oh Pinkie, thank goodness. I was hoping you would be here.”

“I thought you said two was enough.” Pinkie asked suddenly.

The older mare chuckled. “To make a long story short I’m a surrogate for my cousin Rolling Flour.”

“Ahhh.” Pinkie grinned suddenly, bouncing over to the older pony. “So, here for the usual then?”

Mrs Cake blushed slightly, undoing the buttons on her shirt. “If you don't mind dear, that would be wonderful.”

“Of course not Mrs cake! Why don't you sit on our super comfy chair?” Pinkie Pie asked, pointing to said super comfy chair.

The older mare blushed and did as she was told, shedding her shirt and skirt as she made her way over, plopping down as she did. Pinkie Pie eagerly leapt into the other mare’s lap, a huge smile on her face. “Ready?” She asked.

Mrs Cake nodded, prompting Pinkie Pie to lean forward and wrap her lips around the older woman’s nipple and sucking eagerly. Cup Cake sighed, falling back into the chair as she felt the eager young girl begin to work her large breasts with her expert mouth and hands.

“Oh yeah, that's the stuff.” She muttered.

Pinkie Pie grinned, sucking a little harder while working one hand between the mare’s legs and slipping a finger inside her already wet pussy. The pink haired pony couldn't help but giggle at the feeling, only barely able to hold back a joke about this cake already being frosted.

Minutes passed as Pinkie switched from one nipple to the next, taking short breaks between in order to gently massage the older mare’s massive mammaries. Pinkie herself couldn't help but get into it, drawn into the hypnotizing way that the older woman’s breasts bounced and heaved with each shudder or moan that escaped her lips. It didn't take long for the older baker to get close to her first orgasm, her body twisting and writhing as Pinkie continued to tease her.

“Please, Pinkie…” Cup Cake muttered, biting her lip.

“Nuh uh, not yet!” Pinkie Pie answered back, retracting her hands just before the older woman was about to cum.

“Next?”

PInkie Pie bounced back up, helping the bewildered Cup Cake to her feet. “She's al lready for you Twi, Twi!”

“Thank you Pinkie, if you would proceed this- wha!”

The older mare was a blur as she grabbed Twilight and threw the alicorn on the bed, a hungry look in the eye. “Thanks a lot Pinkie!” She yelled, before the curtains closed and the silence spell was active once more.

Pinkie shrugged and yelled back anyway. “No prob Twilight!”

Rainbow Dash was not a pony who minced words, so when Bon Bon nervously walked into the room, her curly pink and blue hair bouncing atop her shoulders all Rainbow Dash said was. “What do you like?”

The earth pony blinked. “Err what?”

Rainbow Dash rolled her eyes and spat out her gum, standing up and shedding the robes Twilight had insisted they wore. The other mare looked down Rainbow’s athletic physique, her eyes drawn to the weather mare’s rippling abs and perfectly molded legs.

“What do you like?” She repeated.

“Err, maybe a kiss would-”

Rainbow Dash walked the last few feet before suddenly pressing her lips against Bon Bon’s startling the poor girl even more. Thankfully for both of them, Rainbow Dash was a good kisser and it didn't take long for the clothed girl to melt into the athlete’s embrace. The kiss deepened, with Rainbow Dash’s hand snaking up the girl’s shirt while her other hand gripped the back of Bon Bon’s head.

The other girl could hardly mutter her ascent before she felt her pants falling off, quickly followed by her panties. Half in a daze, she felt herself kick off her bottoms, never breaking the enchanting kiss for more than a second. Finally, after Bon Bon felt as though her entire mouth had been explored, Rainbow took a step back.

“What do you like?” She repeated simply, with a slightly bored expression.

“Would you mind eating me out?”

Rainbow Dash grinned. “Sure.”

Bon Bon glanced over to the bed in the corner of the room only to sudden find a tongue begin to lap at her exposed pussy. For a second she stood stock still, taken aback once more by the pegasus’ forwardness. And again that didn't last, Rainbow Dash’s skill earning a pleasant moan from the earth pony who relaxed and spread her legs.

It didn't take long for the talented pegasus to get exactly what she wanted and in a manner of minutes she had the candy maker quivering in ecstasy, her pussy spasming and coating Rainbow Dash’s lips in a layer of girl cum. Bon Bon could feel her head begin to spin and she leaned on a nearby table that was filled with toys of various kinds and sizes.

By the time she came to Rainbow Dash had licked her lips clean and was looking at the clock. “You still got a few minutes, wanna see if we can get in another round?”

Bon Bon gulped, the fierceness in the other girl’s eyes making the question into more of a statement. “S-sure. Just don't tell Lyra, this is supposed to be a surprise.”

“Whatever.” Rainbow Dash muttered before diving back down between the other girl’s legs and eagerly getting back to work.

“Were just friends, honestly.” Bon Bon offered.

Rainbow Dash rolled her eyes and gripped the other girl’s leg, pushing it a little out of the way and allowing her to get a better angle. It didn't take long before Bon Bon’s muscles began to tense and the tell tale sign of another orgasm was coming, making Rainbow Dash grin despite her task.

Only to be interrupted by a certain purple mare yelling. “Next!” at the top of her lungs.

“Just a sec!” Rainbow Dash yelled back, diving back into the other mare’s pussy before she could even get a word in edgewise.

Ten seconds later and Bon Bon’s eyes were rolling into the back of her sockets as her whole body shook with another orgasm. Half in a daze, the candy maker looked back at Rainbow Dash, a dumb smile on her lips. “Hey next time Lyra wants to swing you wanna join us?”

Rainbow Dash grinned. “And get another chance to taste that candy cunt? You know it.”

Bon Bon blushed and spun on her heel, marching into the alicorn’s chambers. “Time to put a baby in this belly!”

The end of the day was nearing and Twilight had only to glance over at the clock to determine that it wouldn't be long before she was finally able to call it a day. She lifted her arms up and away from her sides, allowing Starlight the clearance it took to magically clean the alicorn.

“Is this the last one?” Twilight asked hesitantly.

Starlight looked up from the alicorn’s crotch, anti chafe cream still on her fingers. “Uh, yeah it should be. Last one was number twenty-nine, I think.” She went back to work, dabbing the last of the creme on Twilight’s crotch before casting one last cleansing spell on the room.

“Oh thank the stars. I don't think I got much left in me.”

“Of that, we will see.” Announced a familiar voice.

Twilight looked up to see Zecora standing nude in the entrance to her room, a stunned looking Rainbow Dash draped over a chair just behind her. “What happened to her?”

Zecora chuckled. “Do not worry about her, I am merely better as it were.”

Twilight laughed at the sight of the energetic pegasus who had a wide dopey smile on her face, her body splayed over the side of the chair as she stared off into space. “Well thank you Zecora, Rainbow was feeling a little underappreciated until you showed up.”

The zebra merely nodded before making her way over to the bed and sitting on the end. Starlight finished up and quietly excused herself, slipping out of the room and waiting once more for the signal.

Twilight sighed, feeling the creme sink into her skin and grant her stressed body a bit of relief. “Ahh, thanks again for the creme, Zecora.”

The zebra merely nodded, while licking her lips, her eyes trained firmly on the alicorn’s limp but still impressive cock.

“What exactly are you doing here though?” Twilight asked.

The zebra cocked her head and gestured to her nude body. “I have an eager hole, that is ready for your foal.”

Twilight’s jaw fell open, surprised by the zebra’s frankness. “Lemme guess, the name was fake in order to keep it a surprise.”

The zebra nodded slowly, spreading her legs slightly before shifting her hips and throwing her right leg over her left in a long exaggerated motion, showing off her glistening wet folds for a full second. “As a student you were always faster, now show this old mare who is now the master.”

The alicorn’s smile lit up her face and with a surge of her wings she leapt across the room in a single beat of her wings, tackling the zebra to the bed and instantly locking their lips. Zecora saw this coming as usual and easily allowed the powerful alicorn to tackle her and shift up the bed, following the mare’s lips as the renewed alicorn pressed their bodies together tightly.

Experience born of a week of near constant sex enabled them to skip most of the usual foreplay, and go straight to the part that Twilight knew they both wanted.

Zecora gasped, feeling her lover’s thick cock suddenly plow into her dripping cunt. The zebra pulled her lips back, tracing a finger down the alicorn’s face and shooting the other girl a lusty expression that urged her deeper.

Twilight knew well what the zebra wanted and with another hard thrust she buried every last throbbing inch of her powerful alicorn into the zebra’s twitching cunt, drawing another moan from her lover’s lips.

Despite their experience with each other’s bodies, and familiar naked passion that had driven them time and again, something felt different. That same passion seemed dialed up far higher than what was usual and Twilight couldn't help but be gripped by a sense of urgency. Zecora wanted something from her, no, craved something from her and the alicorn couldn't help but rise to the challenge, thrilled with the prospect of planting her potent seed deep within the zebra’s womb.

A primal part of herself seemed to awaken at the knowledge that this time when Twilight finished, Zecora would be impregnated with her foal.

Twilight gripped the other mare’s left leg, pulling it up and out of the way, enabling her to jack hammer the zebra’s pussy with all the strength she could muster. A loud moan filled the room and Zecora was forced to brace herself on the headboard, lest she be driven into it by the force of the alicorn’s thrust. Rather than be put off by the sudden strength and intensity, she threw herself into it, utterly enraptured by the suddenly dominant alicorn.

She had only seen this more animalistic side of the alicorn once during her training and Zecora had been just as turned on then. To feel her control slip, and to be given over to the alicorn not only felt good but it also felt natural and pretty soon all her lessons of give and take were thrown out the window as she felt her will subsisted into Twilight’s.

She moaned whorishly, uncaring if the privacy spell was up her not. Roughly, their lips met once more, Zecora’s head instantly gripped tightly by the controlling alicorn. All the zebra could do was moan and allow herself to be carried off by the waves of passion, her body violated in all the right ways.

The zebra was vaguely aware of what she was doing, that she was allowing the usually quiet alicorn take the reins and she didn't care in the slightest. For now she would be made into the royal’s slut, to become her cumdumpster and broodmare.

It didn't take terribly long for Zecora to reach her first orgasm and after it finally receded, Twilight leaned in close, signalling for her partner to spread her legs. An order the zebra readily followed, allowing the alicorn to slip between her legs which in turn wrapped around Twilight’s waist, locking her in.

Twilight wouldn't have it any other way mustering every last bit of strength she had left, she increased her already ludicrous speed, causing the room to be filled with the sound of their violent love making.

They held that intimate position for only a few minutes longer, before Zecora’s second orgasm, and Twilight’s first began to loom.

Their lips met, their bodies connected and Twilight came harder then she had ever thought possible, filling the zebra’s tight canal with the result of their passion.

They lay there for several minutes after the deed was done, until finally Starlight slipped into the room, only to blush and sneak back out. Twilight smiled faintly, leaning down and kissing the zebra one last time.

“Congratulations.”

Author's Note

There might be a few errors left so if you see em pm me or leave a comment.
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