The train station in Ponyville was crowded as always during the midday rush. The CMC and Shadow Cloud tried to use the crowd to hide in so they could quickly sweep them back to the clubhouse. “Crusaders?” It didn’t work.

Silver Spoon had seen them, and Diamond Tiara was of course with her. She turned at the sound of her voice. “Crusaders!” She rushed up to them, holding Tiaramart flyers against her chest. “You’re back so soon? I thought you’d be gone until tomorrow.” The four of them remained silent, not looking at her. “D-Did something happen?” She stuttered.

At her side, Silver Spoon examined each of them. When she got to Applebloom, she gasped and rushed forward, dropping her binder and hugging the girl tightly. Foreheads met, gray to gold, and she looked into Applebloom’s eyes. “Don’t say anything. It’ll be okay. They’ll help you through this.” She stepped back. “Take her where she feels the safest.”

“Silver Spoon.” Diamond spoke in shock. “I… I don’t know what’s going on, but if you need anything, contact me right away, okay? I mean it!”

The girls moved forward. Shadow Cloud did too, but Silver Spoon caught his sleeve. “Please stay.”

“But I really should….”

“No.” Sweetie turned to him. “It’s okay. Bring him by the clubhouse this evening.”

The pair nodded, and he stayed behind. Silver Spoon retrieved her binder and clasped his hand tightly. “Our place?” Diamond asked.

She nodded. “But my room.” Diamond’s eyes went wide.

Diamond brought the three of them to the Rich manor, in the wing where Diamond Tiara’s room was. And right next to it was a room with its door locked, and its knob dusty. Silver Spoon took her necklace off, the one with the spoon that looked like her namesake and used it on the keyhole. “Should I… go in with you?” Diamond asked.

Silver took a deep breath and smiled, a tear running down her cheek. “It’s going to be okay. I’ll see you soon.” She ushered Shadow Cloud inside, and then closed the door.

As she turned on the light, Shadow saw what was a bunch of dusty relics, broken furniture, torn clothes, and blood. In the center, sat a chair. She sat in it, quivering. “Silver Spoon?” He knelt next to her, placing a hand on hers.

“How far did he get?” She whispered. “With Applebloom I mean.”

“Silver….”

“Yeah, I know.” She answered his question before he could ask it. “She had those same blank eyes. The fear and broken will. How much did he take from her?” She gripped her knees tightly.

“He didn’t get far. She’s… intact.”

“If only we all were so lucky.” A tear dripped onto his bandaged hand. “Have you figured out what this room is yet?”

He scanned it one more time. “These are relics, of significance to you and only you. Relics of a time you locked away. Of when you…” He trailed off. She gnashed her teeth. “How much did he take?”

“Nearly everything, except this.” She patted her uterus. “He was my father.” Shadow’s eyes widened. “He was a fool with money, and he threw it around like Nightmare Night candy. And when things got tough he would sell his wife’s and eventually his daughter’s holes to make up for it.”

“And Diamond Tiara found out.”

She nodded. “I still don’t know how. It was the night of the big auction. Whoever won would take me as his slave bride.” She doubled over and Shadow caught her before she fell. “Before the gavel fell…”

‘18 Million Bits!’ The auction house turned to the newcomer at the door, tears in her eyes, panting from exertion. Silver Spoon looked up from the floor at her best friend, who just outbid the next highest bidder by over double. ‘You heard me! And I don’t hear any other bidders! Hit the block, that girl is mine!’ THOCK! The gavel fell.

Diamond Tiara rushed the stage. ‘Why? You didn’t have to.’

‘Yes, yes I did.’

Shadow Cloud knocked on Tiara’s door, and she opened it. He carried her in his arms, asleep, but no longer crying. “I had a feeling that might happen.” She sighed as he eased her into the girl’s bed. “But why did she want you there, and not me?”

He stood up and placed a hand on Tiara’s cheek. “Because she loves you.” He looked at the mare in the bed. “After seeing Applebloom, she saw herself and started to remember everything. I think she asked me because she knew I would rescue her, pull her out of there.”

“But I could have done that! I’d done it before!” Tiara shed a tear, and Shadow Cloud cupped both her cheeks.

“And she loves you so much that she couldn’t bear to make you do it again.”

She sniffled, falling into him and giving him a tight hug. “No wonder she won’t stop raving about you. And to be honest, I’ve developed feelings for you too.” She kissed his cheek. “I need you to promise me something.”

“Anything.”

“I want you to take my virginity. Not now though, when we’re all ready. Because I know Silver wants you too, and I won’t take you away from her. So promise me that when the time comes, you make love to us both.”

He took a deep breath. “Okay. I promise. It’s not like I could resist you two for very long anyway.” He placed a hand on her plump breast and gave her a long kiss which made her weak in the knees.

She panted as she stepped back. “Th-The Crusaders don’t know how lucky they are.”

“Crusaders…” Applebloom stood at the podium of the clubhouse, finally smiling. “We are so fucking lucky. So I hereby bring this emergency meeting of the Cutie Mark Crusaders to order. First thing on the block. Who broke the vow first?”

“Yeah, that was me.” Scootaloo rubbed the back of her head. “It just kinda slipped out.”

“Okay, and Sweetie, I’m guessing you were second?”

“Yeah, but that doesn’t count! He confessed to me first, so I had to say it back!”

“It absolutely counts! You could have clammed up but didn’t. We’re going to have to come up with a suitable punishment. But until then, let’s talk about number 2 on the agenda. What happens from here on? We each have confessed to Shadow Cloud, meaning that things are going to change.”

“I mean do they have to? I’m pretty sure he’s known how we feel for a while. We could just do what we’ve been doing.” Sweetie quickly pointed out.

“Sorry Sweetie Belle, but I don’t want to dance around the issue. I want him coring my apple as early as tonight, and I know both ya’ll too well to say you don’t feel the same way. But if we do this, we’re doin it together. No one’s left out, agreed.” The other girls nodded. “That being said, Scoots, because you broke the vow first, you’re goin last.”

“Wah?! Shit.” She crossed her arms and pouted.

“But what about what happens after?” Sweetie Belle bit her lip. “I mean, I’ve said it before, I’m okay with sharing with you two as long as we’re open about it. But what if he picks one of us over the others?”

“Then we have to promise right here and now, that no matter who he picks, no matter who he fucks, we won’t get jealous of the others. If he picks one of us, two of us, or all of us, it doesn’t matter. It’s not a competition. I don’t want to jeapordize all we’ve done, all we’ve become, because we all love the same stallion.” Scootaloo took the floor. “If he picks Sweetie, I want to be happy for her. If he picks me, I want you both at the wedding.”

“Agreed. I don’t want anyone splitting us apart, not even each other. We’ve been through too much together.” Sweetie wiped a tear out of her eye.

“Agreed. The Cutie Mark Crusaders are forever. I swear on the crest that adorns our flanks, we will accept who he chooses, and stay together forever.”

“I swear on the crest that adorns our flanks.” The other two echoed.

“Now… I think we need some supplies.”

“You know Diamond, you don’t have to do this.” Shadow Cloud pushed past a branch, one of an infinite number in the Everfree Forest. “My hand will heal on its own.”

“That may be, but I owe you a favor. So here we are.” They came upon a hut with a bunch of colorful jars and masks adorning it. “Zecora, are you in?” She knocked on the door.

“Diamond Tiara? This is a surprise.” A zebra opened the door, golden jewelry adorned her neck, wrists, and ears, a well-groomed mohawk was atop her head. “Don’t you have enough cream for your hives?”

Tiara blushed bright red. “I’m not here to deal with acne Zecora!” She spoke through her teeth. “My lovely stallion here needs a wound looked at. Maybe you have something that can speed up his healing time?”

He nervously waved his bandaged hand, trying to ignore the fact that aside from the jewelry she was completely naked. She laid eyes on him and tilted her head. “I must say this is a curious thing, we’ve never met, yet a bell still does ring. Come, let us see what I have inside that might be able to mend this boy’s hide.”

She bid him to sit down, and she unwrapped his wound. He hissed a little as the bandage came off. She straightened after taking a breath. “The blood of a bat, willfully given. Never obligated, but was so driven. Iron will of clanmates sworn. To be repaid once his reborn.” She turned to her cauldron, breaking open some ingredients, crushing a flower in a pestle, rapidly bringing together seemingly random objects as she muttered below her breath.

Diamond blinked at her as well. She had never seen her operate with such fervor before. She normally would take her time, but something was driving her. Suddenly she was upon the girl, reaching up her skirt without a word. “The fuck?! ZECORA! OW!” She was back to the cauldron like nothing happened, Tiara holding her crotch, with her legs shut, snarling.

She sat down in front of Shadow Cloud with two bowls, who was now extremely worried. “This will sting, and it may burn, but it will be a page of the past once turned.” She grabbed his bad hand and squeezed it until blood was drawn again, quickly dusting it in white powder. “Salt sprinkled in an open wound.” She dipped a tuft of hair into a bowl of dark brown goop. “Sap spread by the fur over a fertile maiden’s womb.” She shoved the second bowl in his face. “Drink now before it dries, it must be now before potence dies.” He poured it into his mouth and immediately started to gag on the taste. “The pact in place, rises hidden might. Shows itself only as ovums delight.”

Shadow Cloud gagged and coughed, but still downed the whole bowl. After wincing at the taste in his mouth he recovered. “Ugh, Faust that was vile. But beyond that I'm f-” His arm went dead, feeling extremely heavy. Then a tingling, burning sensation coursed through it rapidly. The sap on his hand glowed as he held it, grunting in pain.

“Cloudy!” Diamond placed a hand on his free shoulder. “Zecora, have you lost your mind?!” The sap evaporated and he slumped over the chair, panting.

The zebra lifted up his hand. The wound had closed, leaving only a shield-shaped scar where the beak had bit him. “The potions root has taken in the seeds to be sown. But rest assured that it was always your own. There's no need to fear, he's safe to go home. Or perhaps… to some place alone.” Zecora left, heading into the back room.

“Cloudy, can you get up?” He nodded and stood, wrapping his free arm around the girl. They left Zecora without another word. “That was not normal for her.” She said as they got out of earshot. “I'm so sorrEEEEE!” Shadow Cloud grabbed a handful of her ass. “Cloudy! What are you…” Her eyes widened as he pressed his lips to hers. She moaned a little as she fell back against a nearby tree, panting.

“I'm don't know if it's the potion or the experience, but I want you so badly right now.” He placed a palm on her breast, rolling the nipple around in his fingers.

“Oh yes!” She moaned as they kissed again. His free hand pushed aside her panties and pressed a finger inside her. “No… I mean no!” She gasped as he nibbled her neck. “We can't. Not without Silver.” She stroked his member in his pants. “I want this inside me so much, but we really really can't right now! Think what it would do to her!”

Shadow Cloud bit his lip and turned away, balling his newly healed fist. “You're right! You're right. I'm sorry.” He took a deep breath. “I got carried away. That was too much.”

She kissed his cheek. “I want it too. But it's not right, at least not yet. Come on. I promised to get you to the Crusaders before nightfall.”

Shadow Cloud laid his hand on the door handle to the Crusaders clubhouse. The sun was beginning to set. Diamond Tiara left him at the foot of the tree, spurning his invitation to go with him. He opened the door slowly. As he entered, he found himself in front of another door, with a sign on it telling him to lock the Clubhouse door before entering. He did so, and then opened the second door. The girls had set up a large set of mats, blankets and pillows into a makeshift king size bed. The windows were covered, the room lit up by lanterns. There was a smell in the air, a musky perfume. It was the smell of need.

Applebloom was on the bed, panting heavily, her chest heaving under the green t-shirt she wore when she first met him. Her bottom half was bare, her legs spread, only covered by the second mare’s hand. Sweetie Belle had been playing with her, teasing her, for Luna knows how long before he arrived. He imagined that the girls knew all about each others sweet spots, practicing on each other over the years, and that made his erection rise even quicker.

Sweetie rose. Scootaloo climbed down the ladder next to him. They both reached him at the same time, each giving him a kiss on the cheek. Scoots popped open a bottle of apple juice and held it up to his lips, and he drank long gulps of it as Sweetie removed his jacket and pants. His t-shirt and underwear were all that remained, and the tent in his shorts and the juicy precum stain that was on it made all three girls moan with desire. Sweetie knelt down in front of him and Scoots came up behind him. They gripped the hems of his remaining clothing on his midsection and simultaneously peeled them off. Scootaloo gave him a lusty kiss as she traced his chest with her hands. Shadow’s member sprung out, landing on Sweetie’s face. She flushed, taking in a deep whiff of his musk, and she began to pant faster and faster, her tongue lolling out of her mouth until she took a long lick of him, from his balls to his tip. She stood up, forcing herself away from her beloved’s pride and pressed herself against his chest. “She’s ready for you.”

“We all are.” Scoots groaned, “Make her yours, then make us all yours.” The girls gently stepped with him over to Applebloom, before releasing him and letting him go off on his own to the needy filly.

He held her hand. “I fell for you from the first time you smiled at me.” They kissed longingly, sharing tongues. “I was scared you wouldn’t like me. I’m just a plain farm filly with two sexy mares as best friends.”

“Applebloom I…” She pulled his hand down to her pussy. He could feel the difference in temperature as he pushed two of his fingers inside her.

She bit her knuckle as he did. “But you make me feel so special.” A tear rolled down her cheek. “I love you. And I want to give you my first time.” She reached her hand down to his crotch and pumped his cock for a couple of strokes before aiming it at her entrance. “Take me. Make me a mare. Your mare.”

He held her hand and she bit her lip as he slowly pushed into her. She whimpered as he filled her and then some, slowly making his way deeper. Sweetie Belle sat down behind her, lifting the redhead’s head into her lap. “Look down Applebloom, you can see him going in.” She nodded and obeyed as he pushed another inch into her, his medial ring hitting her clit.

“Oooh, Faust!” Her eyes rolled up into her head as she shuddered from her first cum from her lover. She panted hard. “Can’t breathe…” Sweetie’s magic flashed and teleported her T-shirt off of her.

“How does it feel?” Scoots held her free hand.

“It huuuuurts… soooooooo gooooooooood!”

“Applebloom, I’m going to put the rest in.” Shadow warned. She nodded, and he forced his medial ring past her labia, and he felt something break inside her with a pop.

“Ah!” She gasped sharply, gritting her teeth as her muscles tensed. She squeezed down on Scootaloo’s hand while Sweetie stroked her hair. “Thank you… girls… for being here.” She took a deep breath and looked Shadow Cloud in the eyes. “Put the rest in.” He pushed forward, she squeezed tight around him, her teeth grit in a grimmace and smile all at the same time. “Keep going. Keep going! Keep going! Keep going!” She kept repeating it even after he was hilted inside her. Feeling a little mischevious, he flicked her clit. “GAAAAAAAHHHH!” She arched her back as her second orgasm hit. “Don’t stop! Please! Fuck me! Don’t let me come down!”

He listened to the filly, taking his first pull back, and thrusting back into her in one long motion. She stopped yelling, as it nearly knocked the wind out of her. He gripped her wide well-built hips and pulled them together. She fell out of Sweetie’s lap, but she didn’t even notice, she was in a world of stars as he continued to thrust long and deep inside her. His pace increased with every few thrusts. She grit her teeth, pursed her lips and moaned a throaty, gutteral moan as he ravished her pussy.

Shadow Cloud was feeling it just as much as she was. It was his first time too after all, and he was desperately clawing at the back of his mind for any state of control to hold off from cumming too soon. But she didn’t make it easy. She was slick and white hot, and she hugged his length with every stroke. “Applebloom… I love you!” He grit his teeth.

“Ooooooooohn…” She groaned. “How…. I haven’t stopped cumming, but something is… building…”

“AB, I’m gonna shoot soon.”

“Inside! Please, Shadow Cloud! Kiss me when you cum inside me!” He pitched forward, intertwining fingers with his scarred hand. He gave her three more quick thrusts against her cervix before bottoming out. His balls clenched tight and he mashed his lips against hers. It was a sloppy, unromantic mess of a kiss, but between the two of them it was the most intimate moment in the world, and she downright screamed into his mouth as she came. Blast after blast of virile cum entered her, and with every throb, her pelvis shook. It swelled into a noticable bulge from the sheer amount he filled her with.

Applebloom let go of his hand, and ran her fingers through his mane. She smiled and giggled into his lips and he kept smiling in between kisses. “I love you, Applebloom.”

“I love you, Shadow Cloud. I’m your mare now.”

“Then you won’t mind if I give you round two.” He twitched inside her.

“OOOH!” She cooed, but stopped him. “I’m sore after round one. Besides,” she looked up, seeing between Sweetie Belle’s legs. “Sweetie’s dripping for you.”

Before, AB’s erotic presence had magnetized his eyes to her. Now that she was rested and sated, his eyes drifted to the unicorn mare. She wore an extremely low cut white and pink striped tube top, with a hot pink jacket over that, which cinched at the waist with a belt. It was supposed to go with a skirt, but she had forgone that, only the tails of her jacket barely reached the curve of her ass. She had been fingering her slit until Applebloom said her name, which brought her back to conscious. She licked her lips, before spreading her lower ones. “I need you in me next.”

He slowly eased his his way out of his first love. She writhed in pleasure as her body dealt with the emptiness. As the head of his cock came out, she let out an “OOF!” As she could feel a large wad of his cum spilling from her. From the combination of her orgasm and his, there was barely a trace of blood from when her hymen broke. Shadow Cloud’s cock twitched in the cold air. Before Sweetie could move to him, Scootaloo had downed his member with her lips, slurping desperately, taking his entire length without a second thought, cleaning him up. She disengaged and took a breath. “Sorry, I couldn’t help it. Watching your nuts throb while pouring it into AB, I had to have a little something first.” She coughed. “Ahem. Carry on.” She graciously backed away, tending to Applebloom, giving her some juice of her own.

Sweetie Belle sauntered towards Shadow Cloud like a model on a runway, her breasts bouncing with every step. She wrapped her arms around his neck and kissed him longingly. As she broke the kiss, he looked her up and down. “Enjoying the view?” He nodded. “It’s all yours. Do with me whatever you like.” He took her up on that offer, pulling their pelvises together with a strong arm squeezing her right asscheek. She leaned back as his other hand groped her left breast, eliciting a yelp of pleasure as he continued to crib her neck with kisses. “They’re… bigger than Rarity was at my age. Ooooooh, if you want me bigger, I’ll get bigger.”

“I want you as you.” He pushed the shoulders of her jacket down over her arms as he continued to kiss her, his precum oozing into her belly button below. “You could never grow another inch, or grow bigger than Celestia.” He pulled down her tube top and set her tits free, one roaming her jacket’s inner lining while the other slipped into his hand, the nippple squeezed in the crux of his fingers.

“Shadow Cloud…” She sniffled.

He pressed the girl against his chest. “To me, you’re not ‘That sister to the hot chick with huge tits.’.” He lowered his center of gravity and lifted her up, so her chest was at face level, he licked at the tips of those quivering mounds of flesh as he lined up his drooling tip to her sopping snatch. “To me you’re…” He slid her down, penetrating her up to his medial ring. “My beautiful marshmallow mare.”

Her belly twitched and quivered as she held onto his shoulders for dear life. Her breath was ragged and made no sounds at all, her eyes wide, in a blissful O face. She wrapped her legs around him and pulled herself further down on his length, until they were back to face level. She rested her head on his shoulder for a few seconds as she panted. She raised her head and kissed him with every ounce of lust she had in her. “Even when we’re doing these dirty things, you help me be a better pony. Rut me, you beautiful stallion!” He waddled forward, pinning her against the back wall. It gave her enough support so he could thrust. She curled up against him, letting out gasps. “Deeper. I want it deeper!” He nodded and put her to the ground. Sweetie groaned as he slid out of her, bidding her to turn around.

She pressed her hand and face against the wall, and suddenly her swinging jugs slapped the wall as hard as his nuts slapped her clit. “Ooooooohhhh! I’m so glad I broke my hymen with one of Rarity’s dildos. This feels too good to mix with pain!” Her unbound tits kept banging against the wall as he shaped her love tunnel into the perfect fit. As she came down from another orgasm, she reared back, a tear running down her cheek. “I’m so happy I could shout it out loud!”

Shadow Cloud looked around. “Then go ahead!” He hilted inside her and pulled her arms behind her, balancing, he swung her around with his hips, until she was lined up with the dais at the head of the bed. She lowered down, her breasts overflowing the podium. She steadied herself with one hand on it, lifting herself up as Shadow gripped her other wrist behind her with his scarred hand. His other hand was holding her hip tightly as he began thrusting even harder than before.

“Oh FUCK!” She cried, her tits swaying on the dais as she tried to hold herself up. “Attention Crusaders! Due to revelations thanks to our shared lover, I’m no longer going to compare myself to Rarity!” Scootaloo and Applebloom clapped, Scootaloo’s eyes were locked on her pendulous breasts, while AB, who was still lying back, stayed transfixed on his balls slapping against the mare, each gasping with a dry mouth. “On a related note, fuck he’s got the perfect cock!” He throbbed in her at the compliment. “Oooooh! I hereby state I’m about to have the biggest orgasm in my life, and I want Shadow Cloud to grab my tits and shoot buckets of jizz into me when I do.” She looked over her shoulder at him. “Fill me up, stud.”

He needed no more encouragement. He released her arm and gripped both her soft, wide hips with his strong hands, pushing even deeper as he increased his speed. Her pussy was a lot more malleable than Applebloom, more naturally conforming to his shape. He knew the next time he fucked her, he’d bottom out in one thrust. Shadow leaned into her, his panting making her ears flick as he groped her chest. “Sweetie, I’m close. I’m gonna cum.”

“Me too! Me too! Cumming. Cumming! CUMMMMIIIIINNNNNNGGGGGG!” Her voice got higher and higher and she sang out in a beautiful tone as it hit. Shadow’s forward motion stopped and his balls shook as they shot spurt after spurt of hot spunk directly into her awaiting organs. Her belly paunched as he continued to stretch her past capacity. She fell forward onto the dais, her tits doubling as a pair of pillows as she caught her breath. “I hereby declare I am now a mare, Shadow Cloud’s mare. Oh fuck.”

She placed a hand on her rounded belly, they could already feel the excess squeezing out between them, running down his shaft and her legs. “Don’t… Don’t pull out yet.” Sweetie panted. “I want to keep as much inside me as I can.” She tilted her head back and her lips met his as she stroked his mane. “Can you get me to Applebloom before taking it out?” He thought for a second, then nodded. His arms wrapped around her, one supporting her chest, and one around her middle. They both rose together, her back pressed against his chest. They locked lips again as he moved them both step by gentle step, careful not to jostle her as he stepped onto the bed.

Scootaloo’s eyes twinkled in awe. “Oh, wow.” She whispered, cracking open a juice for herself and guzzling it down.

Sweetie was released from Shadow’s arms and she reached for Applebloom, who took her hand in hand as she fell off his member, landing next to AB. She gasped, her hips twitching as she felt his essence ooze out of her. Applebloom grabbed her cheeks and kissed her like that of a lover. She giggled, a tear running down her cheek. “We’re sisters now Sweetie Belle. Pole sisters! And I couldn’t be happier.” Sweetie answered the kiss with one of her own, and they continued to shower each other with affection.

Shadow Cloud fell back to his rump and elbows, panting. The past two times he blew his load, he saw stars, something he had never done when taking care of it himself. The backlash was intense, and he felt like he had run ten miles per fuck. Scootaloo handed him another bottle as she stood next to him. She was wearing a tiny frilled skirt that didn’t make it past the bottom quarter of her buttcheeks, and showed off the crease between her pelvis and her hips, where her free hand rested. She wore a tight gray crop top that only made it down past her nipples, giving him a generous underboob for a filly her size. “Get some fluids back in you while I clean you up. You still have cum left in these balls for me, right?” She didn’t wait for a response as she climbed over him, positioning her mouth over his twitching member. She blew on it, making it throb, slapping against her cheek before she grabbed its base with both hands and started making her way down his shaft with her tongue.

He nearly sprayed his drink out all over her ass as it wiggled in front of his face when he realized that she was completely bare under that skirt. He downed the bottle with just his mouth as his hands clamped lovingly onto the girl’s cutie marks. Shadow Cloud spit the empty bottle to the side and took a deep breath in the warm zone in front of his face. “Mmm.” She slurped around his medial ring, where the juices were collecting. “Go ahead. It’s yours after all. Here, let me make it easier.” She unfurled her wings and clamped her own butt cheeks with them, spreading them so he could get a better look at his prize. His tongue reached out and took a stroke from clit to gouch and she let out a loud cry. “AaaHHH!” She responded by taking his tip into her mouth and bobbing her head on it, sucking pre directly from his tube before popping off. He continued spanking her little nub with his tongue as he pushed two fingers inside her. She was sopping and burning up. She popped off his member. “Oh, Faust! I knew my clit was sensitive, but… you’re… YOU’RE…” He pinched it between his teeth, and her pussy clamped down on his fingers. “DRIVING ME CRAZY!” She squealed as she sprayed hard against his hand. He pulled out his fingers and clamped his face onto her pussy, sucking her labia with his lips, using his fem-cum coated fingers to swirl her clit. “Fuuuuuuck… Sha...DOOOOOOOOWWWWW!” She came again, all over his face as he lapped it up greedily.

“You taste so good.” He whispered, taking in more of the girl’s squirt before she slammed her butt against his chest, sending him to the mattress.

“I can’t take it anymore! I have to have you inside me!” She held his member against her and gulped. “But I’m so small I don’t think I can take it all, like the others.” She bit her lip.

Shadow Cloud looked around the room from his position and smiled. He slapped her butt gently and she got off. He pointed to the terrace ladder and she climbed up it a few rungs. As he lined up to her entrance, she understood his plan, and once again spread her pussy with her wings so he could enter her. She lowered a rung, pushing him inside her more. “You’re… so… thick….” She moaned as she descended another. He kissed her back between her wings. She felt her hymen stretch before she got halfway.

She swallowed and descended another rung. Her nerves lit up as he tore through her virginity. “AAAAUUUGGGGHH!” She cried, losing her grip on the ladder and falling back onto him. He took her weight as she slid down as far as his medial ring. He quickly wrapped his arms around her, rubbing circles around her pelvis and palming her chest as he wrapped his wings around the both of them. Scootaloo panted as she cried. “That hurt so bad…. But you feel so good. Inside and out, everything is so warm.” She kissed his cheek. “I knew I would love this. As soon as I saw you carrying Sweetie like this, I knew I wanted it too. Shadow, go further. Fuck me like this until you shoot your hot stuff all through my body.”

He held her tight against his chest, using his hips to pivot and press into her. She responded by putting her hands behind her back and pressing against his hips to get further distance. Their rhythm synergized, and they changed speeds at the same time without any words or signals. As her canal better adjusted to him, he was finally able to slip the medial ring past her entrance, and her eyes rolled up as she bit her lip as she felt it stretch her even further. He found her cervix about three quarters of the way in and as its sphincter and his flare kissed, Scootaloo’s orgasm started to build.

But she wasn’t satisfied with just taking three quarters of him, so she closed her eyes, relaxed her muscles, and clamped her legs around his hips, squeezing tight until his flare entered her cervix entirely. She slid down to his base, the new stimulation taking him off guard. “SCOOTS!” He gasped as he reached his climax sending globs up his shaft rapid fire.

The rise stretched out her cervix out even further, as the first hit the back wall of her uterus like a heavy slap. “OH SHIT!” She yelled. Her body contracted. “OH SHIIIIIIIIIIIIIIIIIT!” She screamed in a louder, higher pitch as she convulsed in his arms. Spraying against his wings so hard it sounded like a hose on an umbrella. She squeaked as she came down, her entire body going limp.

“You… girls…” He panted, falling backwards towards his other mares. Sweetie quickly caught him with her magic and eased the pair down between them.

“Juice…” They both panted. Applebloom cracked open a bottle and poured some into her own mouth, then grabbing Scootaloo’s face and kissing the liquid into her. Sweetie Belle stuck a straw between her tits and poured it into her cleavage for Shadow Cloud to drink. They both enjoyed their new ways to drink passionately as they regained some of their lost fluids.

“I… can’t move my legs anymore.” Shadow Cloud groaned. “I can’t pull out.” The pair sat up, letting his wings splay out on the bed. Each of them grabbed a shoulder and gently pulled Scootaloo up. She came once more as he popped out of her cervix, making it impossible to move her again until she came down and released her constriction on his cock. Eventually they were able to remove her, his cum spilling onto his pelvis.

The half-conscious Scootaloo flipped over, resting her head and hand on his chest, and she drifted off to sleep rubbing her tingling belly. The others did the same as they wrapped themselves in his wings, also stroking their twinging uteruses. He had bedded all of them, made him his mares, and they couldn’t have been any happier. He closed his eyes, using their cooing sighs to drift off, disregarding the itch that he felt on his scarred hand.

Author's Note

We're starting a ratings drive if the story gets 25 ratings we'll release chapter 5 early.