“Padfoot! Where are you, boy?!” The man called as he plodded through the forest. Spike Ddraig was a man in his late twenties, standing at nearly six feet tall, with bright-green hair that stood up on its own and emerald green eyes. He had been out jogging with his German shepherd, Padfoot, when the animal suddenly decided to bolt off into the nearby forest. “Years of training, years of loyalty, and now he wants to be disobedient?” he grumbled to himself. “Padfoot!”

Spike delved further into the forest, picking up the pace. The sun began to sink into the horizon, and he knew searching for him then would be all but futile. Despite it being the middle of summer and the temperature being close to one hundred degrees, the air started to feel chilly. Spike rubbed his arms for warmth. “C-crazy weather we’re having,” he said shivering.

Minutes ticked by and the man was no closer to finding his dog. Just as he was about to give up, Spike heard a woman’s voice. He hurried to the source, hoping the person had seen his pet. Spike reached a clearing with a lake and quickly stopped. Standing at the water’s edge was a woman, stark naked. The woman appeared to be in her mid-twenties with smooth, flawless skin. She had long violet hair that went down to her feet. Plump lips that had a perpetual pouty look. Long legs and slender arms. The woman had an otherworldly beauty, but that wasn’t the most striking thing about her. Her breasts and ass were incredibly huge. A single breast was bigger than her head, probably more than double in size. Her ass was a mountainous curve of flesh with wide swaying hips. The combination of her assets gave her this perfect hourglass shape. Every movement she made caused her tits to jiggle and her butt to bounce.

The man’s breathing became heavy and he felt his pants start to become tight. He watched the woman with her bewitching appearance and absent-mindedly rubbed his groin. Spike was so taken by the woman he almost didn’t notice Padfoot was with her. The large black German shepherd stood by the woman and allowed himself to be pet by her. The violet-haired woman ruffled his face and scratched his ears, cooing at the canine.

“Padfoot?” Spike breathed. Padfoot was trained to not attack people, but also to not simply approach strangers without his permission. Spike scratched his head, baffled by both the behavior of his dog as well as the woman he stumbled onto in the forest. He wanted to go over to her and thank her for finding Padfoot, but at the same time he like doing so would be incredibly bad. As if he wandered to a place he shouldn’t be.

Spike felt something brush against his side and her turned to see a large white…tiger? That can’t be, Spike thought. Tigers don’t live in this part of the world. Yet, here it was. Green eyes staring at him intently. As Spike stood absolutely still, trying not to agitate the animal, he noticed some peculiar things about it: like the purple ribbon tied to its head, or the collar around its neck studded with gemstones. And, was it…purring? The man turned more towards the out of place tiger and lost his footing. He tumbled down the embankment and cracked his head against a rock. His consciousness began to fade. The last thing he saw before everything went black was the large-breasted woman kneeling over him. Her clear blue eyes filled with worry.

Spike’s eyes fluttered open, and he felt a dull pain in the back of his head. He groaned and sat up, rubbing the sore spot. The man noticed he was in some strange bed. It was a four-poster bed with purple curtains. Spike turned and saw a bird with a bright red and orange plumage perched on the night stand. It looked at Spike with its oil-black eyes before taking off through the open door. Not knowing what else to do, Spike decided to follow it. The building he was in appeared to be a spacious Victorian house. There was two, no, three levels, he believed. He was on the second floor and overlooked a large open area of the building.

“Where the hell am I?” he said to himself.

There was a thumping of footsteps above Spike, and he leaned over the banister trying to get a look at whoever else was in here. He caught a glimpse of bright-pink hair bouncing away and considered finding a way upstairs, but there a flash of red and he saw the bird turn a corner. Spike sighed and continued following the animal. The crimson bird led him down a long hall to a door with an ornate sun pattern etched into the from and painted gold. The door opened by itself and the bird flew inside. Spike approached the slightly ajar door and paused. He heard several voices inside and wondered if any where friendly. Well, he’d come this far, it was too late to back down now. Spike pushed the door open and stepped inside the room.

The inside of the room was dimly lit, most of the light came from a pulsating source in the center. The five women in the room all turned to Spike. In the low light he was able to make out that one of them was the woman from the forest, albeit clothed, and that all of them had similarly outrageous proportions. The woman furthest from Spike smiled and spoke first.

“Mr. Ddraig, you’re here, excellent. We were about to fetch you, but Philomena informed us that you were on your way.” The woman indicated the brilliant red bird sitting on a perch a few feet away. She stepped from behind the glowing object, which Spike realized was a cauldron, and moved towards the man.

Spike wasn’t a short man, but this woman towered over him. She had long multicolored hair that seemed to glow with its own light and appeared to move on its own. The woman’s breasts were enormous. Possibly a little bigger than the first woman’s breasts. Her ass was shapely and gave her a similar hourglass appearance. She wore what appeared to be several white sheets, wrapped around her body and held together with a golden chain. Six-inch platform heels were strapped to her feet. Spike was so enraptured by the woman’s appearance he almost didn’t notice the pale-golden sun marking right above her cleavage.

“W-who are you people? How do you know my name? What is this place? Why are your tits so huge?” Spike fired off several questions at once after breaking out of his stupor.

The towering woman smiled and answered his many questions. “I am Celestia. We saw your name on your driver’s license. This is the Everfree Manor. As for our ‘tits’, well, we’re witches.”

“You’re witches? What? Wait, Everfree Manor? I thought that place was haunted?” Spike scratched his head in confusion.

The women giggled at that last statement, except the one to Spike’s left. She gave a ‘Tch’ instead.

“Don’t believe everything you hear, dearie,” Celestia said placing a hand on Spike’s shoulder and ushering him closer to the cauldron. She waved her other hand and a chair scooted itself behind the man, forcing him to sit down. “Come, come. Let’s introduce everyone. You’ve already met Rarity.”

She indicated the violet-haired woman, who smiled and waved.

“That’s Rainbow Dash.”

Standing next to Rarity was a woman who was at least a head shorter than Spike. Like her namesake, she had rainbow-colored hair that was tied back in a pony tail. A toned, athletic body with a flat stomach. While she wasn’t nearly as endowed as the other women in the room, Rainbow Dash did have breasts the size of soccer balls and hips with considerable width. She grinned at Spike and gave him a playful wink.

“Over there is Fluttershy,” Celestia continued.

Across the room was a woman with long pale-pink hair. She was considerably shorter than the rest, even more so than Rainbow Dash. This only served to exaggerate the size of her breasts. They were perhaps double the size of Rarity’s own tits and effectively hid her crotch. They were so big, in fact, that they obscured much of the lower half of her body. Fluttershy gave him a meek smile and nodded.

“And finally, we have Applejack.”

Spike turned his head to get a look at the woman standing by the door. She was significantly tall, at least six and a half feet, Spike guessed. Blonde hair that trailed down to her knees and tied in a loose braid. Sun kissed skin with a splash of freckles across her face. The woman was noticeably muscular, no two ways about it. Strong arms and powerful legs with a set of six pack abs. Like Rainbow Dash, she wasn’t as endowed in the chest department, but her hips were another story. If ever the term ‘birthing hips’ could be applied to anyone, it would be Applejack. Spike figured she could give birth to full grown men with her sheer size. Applejack cocked an eye at the man and sneered at him.

Like Celestia, Spike noticed the others had a marking on their chests as well. Rarity had three light-blue diamonds; Rainbow Dash had a cloud with a multicolored lightning bolt shooting out from it; Fluttershy had three pink butterflies; and Applejack had three red apples.

“You’ll meet the others later, but for now let’s get down to business,” Celestia moved to the cauldron and produced a long wooden paddle. She dipped it into the cauldron and stirred its glowing contents.

Rarity squealed and bounced over to Spike. She plopped her plump ass onto his lap and wrapped her arms around his neck. “Hey there, cute stuff,” she whispered.

Celestia sighed and shook her head. “Rarity, I know you have the first go since you brought him in, but please don’t play with him just yet.”

“Aww, why not?” she said nuzzling his face. “He’s just so cute.” Rarity began to wiggle her butt on Spike’s lap.

Spike gave a little squeak as he felt himself start to get hard.

“Oh? And it seems he’s just as eager to play,” the violet-haired woman gave a coy smile.

Celestia massaged her temple and stepped away from the cauldron, the paddle continued to stir itself. She opened a nearby cabinet and pulled out a large porcelain bowl. “Fluttershy, if you would?” she turned to the pink-haired woman.

Fluttershy nodded and stood up. Spike had initially believed the woman to be short and impossibly stacked, but this was further from the truth. In reality, Fluttershy was almost as tall as Celestia and, standing next to her, almost as endowed. The woman grabbed the hem of her top and pulled it over her breasts. Spike made a choking sound as Fluttershy’s breasts flopped down, exposed for all to see. Fluttershy then pressed her hands to her tits and began to work them in a rhythmic fashion. Back to front, top to bottom. She repeated this until milk began to dribble from her nipples.

Spike bit his lip and resisted the urge make any lewd comments.

“Naughty boy,” Rarity teased. “Are you enjoying the show? Well, you’re gonna love what comes later.”

Milk started to spray from Fluttershy’s tits and Celestia brought the bowl up in time to catch the liquid. After nearly a minute, the milk stopped flowing from the woman’s breasts and more then half the bowl was filled. Celestia dipped a finger into the warm fluid and licked it.

“Mmm, sweet, as always.” She reached up and patted Fluttershy on the head. “Good girl. Alright, Rarity, you’re up.” She turned to the woman sitting in Spike’s lap.

Rarity pouted by complied. “I’ll be right back, darling,” she gave him a peck on the cheek and stood up. The violet-haired woman ran her middle finger over her snatch for a few moments before plunging it into the soft entrance. In and out she worked herself and soon added her index finger. She used her thumb to tease her clitoris. With her experienced hand, Rarity had her feminine juices trickle out of her pussy in no time. The woman moaned softly as Celestia readied the porcelain bowl. She held the bowl between the woman’s thighs and let her vaginal fluid spill into it. Celestia removed the basin and returned to the cauldron. She slowly poured the mixture in and took the paddle in hand once more.

“Darling, catch me,” Rarity sputtered as she staggered towards the green-haired man. Spike instinctively held out his arms to help the ‘falling’ woman as she collapsed into his lap again. “Good boy,” she cooed as she ruffled his hair and nuzzled his cheek.

Spike turned his attention to Celestia, who was still stirring the paddle. The contents of the cauldron had turned to a shade of lavender and little blue sparks would jump out.

“So, um, I gotta ask: are you guys, er, ladies, gonna eat me?”

Celestia stopped what she was doing and stare at Spike perplexed. She then began to laugh loudly, causing her massive breasts to jiggle violently. “Oh, haha, I needed that. No, dearie, we’re not going to ‘eat’ you. Well, not in the sense you’re thinking. Almost done here.” Celestia peered into the cauldron.

At that moment, the relatively quiet Applejack pushed herself off the wall and stormed out of the room. “Ridiculous,” she muttered and slammed the door behind her.

Everyone remained motionless at the blonde’s sudden outburst, exchanging confused and startled looks.

“What was that about?” Spike asked breaking the silence.

“Oh, don’t mind Miss Sour Apples,” Rainbow Dash answered. “She just doesn’t want to involve someone who’s not part of a coven. Give her some time, she’ll sweeten up to you.”

“Indeed, that girl can be quite stubborn when she wants to be,” Celestia added. She slowed down her stirring as the cauldron became a deeper shade of lavender. Even more blue sparks popped out. “Alright, kids, it’s finished.” Celestia waved her hand and a glass flask materialized. She filled it with the glowing purple liquid and corked it. “Hope you two have fun,” she said with a wink.

Rarity took the flask and bounced off Spike. She pulled him off the chair and led him out the room.

“Wring him dry, Rares,” Rainbow taunted.

Spike followed the buxom woman through the seemingly endless building. Up a flight of stairs, down a long hall, and around several corners. Finally, Rarity stopped in front of a door with a blue diamond painted on it. The inside of the room was dimly lit like the previous one but was differently decorated. One wall had a table with a sewing machine on it with several swatches of fabric hanging on racks. One corner had an easel with sketches strewn about. And there were quite a few pictures of women wearing intricate dresses hanging from the walls. On the far side sat a queen-sized bed. Rarity waved a hand and the covers flew off.

“Okay, darling, why don’t we slip into something more comfortable?” Rarity waved a hand again and her outfit dissolved away. The woman let out a sigh of relief as her breasts bounced free of their containment. “Don’t leave a lady waiting, darling. It’s rude.”

The man gaped at the display in front of him before snapping back to reality. Not wanting to displease her, Spike quickly stripped his clothes off. Rarity took a moment herself to admire the naked man before her. Spike had a muscular build that wasn’t too muscular. “Oh, my,” she said fanning herself. Rarity felt herself growing hot and she knew the reason why. The seven-inch flesh rod that hung between Spike’s legs, and it was already at half-mast. Rarity reached over and gave it a light rubbing. “That’s quite the ‘wand’ you have there. Maybe we can work some magic with it?”

Spike lay face up on the bed with Rarity standing over him. She swayed her hips back and forth and pressed her hands into her breasts. Spike stared up at her, drinking in all her features. Rarity then sat herself down on the man’s torso, ensuring his growing erection was between her plush butt cheeks.

“Are you a succubus?” Spike asked plainly.

Rarity chuckled as she plucked the glowing flask nestled in her cleavage. “Heavens, no, darling,” she purred as she uncorked the bottle. “We’re witches, don’t you remember? Besides, there are real succubi out there. Though, they’ve been calling themselves ‘sirens’ these days.” Rarity brought the flask to her plump lips and tilted its contents into her eager mouth. She guzzled down the glowing purple liquid and licked her lips once finished, tossing the empty flask aside.

“What was that stuff?” Spike inquired.

“You’ll see soon enough,” Rarity winked at him.

And did he ever see. Within a matter of seconds Rarity’s breasts began to swell. It was slow at first but quickly picked up speed. Her already massive tits grew and grew. Her areola widened and her nipples became erect. Rarity pressed a hand to her ballooning assets and moaned in pleasure. A blush spread across her face and she bit her lip. Her breasts began to touch Spike’s torso and he could see a white fluid starting to leak out from her nipples. When Rarity’s boobs finally stopped their growing, they were the same size as Fluttershy’s, and their soft and heavy mass lay on Spike. Milk dribble from her twitching nipples. Rarity was panting lightly, and she felt Spike’s fully erect penis push into her fat ass.

“So, you took a potion to make your boobs bigger?” Spike asked. “I won’t say no to tits, but I can’t help but wonder why? You were already huge.”

“That was just the start, darling.” Rarity leaned forward and moved her breasts towards Spike’s face. “Go ahead, have a taste.”

Spike looked at the gigantic breasts in front of his face, then up to Rarity, then back to her tits. After a moment’s pause, he shrugged and grabbed one of her breasts. It was soft and her skin was smooth. His hands sunk into the elastic flesh as he positioned the dripping nipple. Spike opened his mouth wide and clamped down on her tit. Rarity let a moan escape her mouth as Spike started sucking on it. Hot, sweet milk filled his mouth as he buried his face into Rarity’s massive, fleshy orb.

“That’s right, darling,” she cooed, ruffling his green hair. “Drink, drink to your heart’s content.”

The green-haired man pulled back for air and turned his attention to the other breast. A bit of milk had pooled on his chest from his negligence and the nipple twitched as if saying ‘Don’t forget me’. Spike grabbed the untouched breast and started drinking from it.

“Oh, my. Quite the hungry boy, aren’t we?” Rarity teased. “Greedily sucking on my tits like that. One might mistake you for a baby.”

While Spike drank from one breast, he would fondle the other one. He rubbed his hand over the soft flesh, tweaked the nipple, pressed his hand into it until it could no longer be seen. Spike alternated between the two massive flesh orbs. His face became drenched in milk and his hands became slick. As this happened, Spike didn’t notice his cock slowly growing in size. From a relatively modest seven inches, it climbed its way past eight, then nine, then ten. Rarity felt his erection creep up her plump posterior. ‘That’s it,’ she thought. ‘Keep drinking. Longer, thicker, meatier!’

Spike grew tired of switching between Rarity’s breasts and grabbed one in each hand. He pressed her nipples together and shoved them into his mouth. Rarity let out a little yelp at Spike suddenly sucking on both of her tits.

“Spike! You’re such a fiend!” she moaned. A quiver ran up her spine. It felt too good, she thought. “Suckling on my tits like this!”

Spike wrapped his arms around Rarity and pressed his face deeper into her breasts. He sucked on her breasts as if he was starved for food. Rarity’s breathing became heavier and she felt herself grow moist. She grinded her ass against Spike’s still swelling cock and licked her lips in anticipation. As she ran her fingers through his hair, Rarity wanted to take a peak at his manhood, but she wanted it to be a surprise. After what seemed like an eternity of drinking her breast milk, Spike finally pulled himself off her nipples. He smacked his lips and blinked a bit.

“What’s the matter? Full, darling?” Rarity asked in a seductive voice.

Spike shook his head. “No, tap’s run dry.”

“Oh? Oh!” she exclaimed, eyes widening. “Well, in that case, it’s time to move to the next part.”

“What’s the next part?”

“This.”

Rarity stroked the side of his face with a long finger and pushed away from him. Her massive breasts bouncing off his chest. She climbed off him and moved towards his crotch. Seeing his enlarged penis for the first time, Rarity gave an almost inaudible squeak and came a little. Spike’s seven-inch cock had grown an additional five inches and was two and a half inches thick. Veins popped out along the shaft and the entire thing twitched. Not only that, but his balls had grown to the size of oranges. Rarity nearly lost herself just staring at his dick.

“Whoa! What happened to my penis?!” Spike said loudly, getting a look at his own enhanced assets. “Looks like I have a third arm growing outta my crotch.”

“Haha, not quite, darling,” Rarity giggled snapping back to reality. “That’s what this was all about.” She grabbed her still enlarged breasts. “I wanted to have a bit of fun for our first time, so I had Celestia cook up a potion. Don’t worry, it’ll wear off in a few hours.”

“Oh? Well, that’s…good. I guess…?” Spike scratched his head while thinking. “Sooo…now what?”

“Now, this!”

The violet-haired woman seized her breasts and mashed them against Spike’s cock. She wrapped her fleshy orbs around his member until it was completely hidden. Spike let out a moan as Rarity began working her boob job. Up and down, up and down she moved her tits while applying pressure to his penis. Rarity pulled her cleavage apart to expose the tip of Spike’s cock and smiled. Precum dripped from the head and it twitched even more.

“Getting close, darling?”

“Huh?” Spike gasped. His hands gripped the bedsheets tightly and his chest heaved.

“Perhaps this?” Rarity leaned down and gave the head a swift lick. Spike threw his head back and made a choking sound, but he did not climax. “Maybe a little more?”

Rarity brought her mouth to Spike’s penis and wrapped her plump lips around the head. She swirled her tongue on the tip but still nothing. Getting frustrated Rarity decided to go full force. She moved her breasts out of the way and started to push the shaft into her mouth. Two, three, four inches in and Rarity paused for a moment. It was a little bigger than she anticipated. After a moment of mental preparation, Rarity continued swallowing his dick. At five inches the tip hit the back of her throat. Slowly she took the rest of his penis in her mouth, stopping every few inches for a breath. In no time Rarity had his entire length down her throat.

The woman began working her blow job. Every time Rarity pulled back, she would purse her lips. She worked the muscles in her esophagus as well. Spike’s eyes rolled back as he felt his mind go blissfully blank. More precum dribbled down Rarity’s throat and the woman moved faster. The man let out a loud moan and Rarity quickly pulled herself off his cock. The moment she did his penis erupted with semen. The air filled with Spike’s seed as it rained down on Rarity.

“Mmm, magnificent,” she moaned licking the sticky substance from her fingers.

Spike panted heavily and took a moment to look at Rarity. “Oh! Sorry about that,” he apologized. “You’re covered in my…well…”

“Darling, it’s perfectly fine,” she answered wiping semen off her tits. “This is precisely what I wanted.”

“It is?” he breathed.

“Yes, and now it’s time for the finale,” she waved her hand and the semen disappeared. Rarity then pulled herself away from Spike’s dick and climbed onto the bed. She stood over him with her vagina lined up with his manhood. “Are you ready?” Spike gave a quick nod. “Good.” Rarity lowered herself to his still erect cock and hovered inches from it. She grabbed his length and positioned it with her snatch. Feminine juices leaked from her pussy and splashed onto his tip. She lowered herself a littler more, just enough to tease the head of his penis with her labia. Spike gritted his teeth and clenched the bedsheets. “Well, then, enough,” she pressed the head into her eager pussy. “Playing around,” and slammed the whole thing inside her.

Spike reared his head back and let out a loud moan of pleasure. He had just ejaculated, his dick was still sensitive, and he could already feel another release building up. Rarity, meanwhile, had her voice caught in her throat. She paused for a few moments to get her bearings. The act of taking all of Spike’s erect cock had caused her to come a little. Her eyes went glassy and her tongue lolled out as pleasure swam through her head. No, no time to lose yourself, she thought.

Rarity lifted herself off Spike a bit and slammed back down on his cock. She bounced herself on his pelvis causing her breasts to jiggle about wildly. Rarity swiveled her hips around every time she pulled up, and every time she brought herself down her large ass rippled. Spike forced his eyes open and looked at the woman on top of him. The sight of her massive jiggling physique made his penis twitch even more. He wanted her. He needed her, he thought. Spike reached up and grasped Rarity’s bouncing breasts. Rarity gasped at this then smiled.

“Naughty boy,” she said leaning forward, bringing her face close to his. “Do you really want to play with my tits that bad? Then, here you go!”

The violet-haired woman took her breasts and shoved them into Spike’s face. She repositioned her legs and continued pumping her hips. “OH, GOD! YES!” Rarity cried out. She quickend her pace and wrapped her hands around his head. “YES! YES! FFFUUUUUUCK!!!” She felt his cock ram into her cervix and her own mind started going hazy. Spike made some muffled sounds but couldn’t quite get it out. “Yes, what is it, darling?” she pulled away from him.

“Gonna cum!” he shouted.

“Go ahead, darling!” she said sitting back up. “Cum, cum as much as you want! My pussy is ready for your seed!” Rarity slammed down on his cock with even more force. With one final motion Rarity brought her hips down onto Spike’s pelvis. Spike rolled his eyes back and pulled at the bedsheets with enough force to tear them. He cried out in pleasure as his cock shot load after load of semen into Rarity’s yearning womb. Rarity had braced herself for the oncoming orgasm but wasn’t ready for how strong it would be. She threw her head back and screamed. Her face flushed and spit dribbled from her mouth. Her chest heaved, causing small ripples in her breasts.

Once both of their orgasms had finished, Rarity looked down at Spike only to find him passed out. She smiled and giggled to herself. “Oh, darling, you were fantastic,” she whispered lying back down on him. Rarity coiled her hands around his head and nuzzled his cheek. The affects of the potion were wearing off and she felt her breasts slowly return to their normal size. “I believe we made the right decision in choosing you. I can’t wait for the other girls to have their way with you.” She gave him a peck on the cheek and let her consciousness slip away.

Author's Note

Alright folks. Here we go. I'm starting a new series here on fimfiction. No, this doesn't mean The Power Bimbos is cancelled. I'm still doing that. But, I will be writing chapters of this in between. I want to use this as a way to improve on the sex scenes. There will probably be stuff from TPB that makes it into here, or vice versa. I'm hoping to get at least one chapter out a month with this, and have certain chapters pertain to the season or holiday.

Anyway, the story follows a human Spike and his various sexual encounters with the Main 6, and quite possibly others. With the exception of this one, I'm going to try to keep the chapters relatively short. It's mostly going to be sex with bits of story to connect the chapters together. The Main 6 are going to be based off their Power Bimbos incarnations, appearance-wise. But they definitely don't have their costumes. If possible, I would like to commission Annon to draw their new outfits for me. I'll worry about that later.

Well, as you saw, or read, much of the world will be based around witches. I'm taking a lot of this from Jim Balent's series Tarot Witch of the Black Rose. Great series, check it out.

The Everfree Manor is based off the Phantom Manor from Disney Land Paris. I really like the look of this place. The inside, however, is far larger than the outside, and one can easily get lost inside if not careful.

That's it for now. I hope you enjoyed reading this. As always please leave a comment. Tell me what you liked, what you didn't like, and what needs improvement.

Alright gang, here's the Sparity image done by OmniErasis. Big thanks to him for doing this.