A Different Kind of Hunger

by Third Wheel

Rating: mature
Tags: Non-consensual, Big Macintosh, Anthro, Applejack, My Little Pony: Friendship is Magic, Dark, Alternate Universe, Rarity, Spa Ponies, Fluttershy, Porn, Sex, Fetish
Length: 12907

Checking in on her apple to make sure that the bat are in fact now harmless to it, Applejack is mortified to discover what Butterscotch has turned into. But he claims she can help him fight back against his instincts, and why shouldn't she trust him?

When she found him in her orchard, Applejack was terrified at the sight of what Butterscotch had turned into. But he reassured her, claiming there was a way for her to help him, relieve his urges and fight back against his instincts. And what reason did she have not to trust her coltfriend? None at all. It doesn't matter that he makes her head dizzy, or that he seems to act differently. He needs to be helped, and she has to serve him in order to do just that. And if she's not enough, then she'll make sure the rest of her friends come to obey her master as well.

Contains: anthro, sex, borderline hyper proportions, maledom, femsub, cum inflation, excessive amounts of cum, oversized tits, ass, cock and balls (and stamina), boobjob, cum eating, outdoors sex, oral, brief mentions of impregnation, manipulation, corruption, some vampire-like aesthetic, height difference, amazon-like body for AJ and a scrawny skinny build for Butterscotch, hypnosis, indoors sex, spanking, fivesome, some incest, some female on female sex, threesome, mares getting coated in cum, cock worship, some minor bondage, lactation, physical overpowering, hints of transformation.

A commission for Gol D Colt. As a couple of notes on the AU this takes place in, aside from than having Butterscotch replace Fluttershy, Buttercup (AJ's mother) is still alive, Apple Bloom is aged up, Big Mac' is a mare instead and Granny Smith looks young-ish (for her age) and hot.

Cover art cropped from picture number 1981534 on Derpibooru.

Published 2019-07-23 18:10:01 UTC
Last updated 2021-10-31 18:40:56 UTC

A New Beginning

Applejack angrily tried to force sleep into her mind by shutting her eyes tighter, rolling in her bed as much as her oversized bust allowed her to. The haunting memory of dried up apples flashed before her mind, and with a yell she threw off her covers and sat up. Then, a noise from outside her window caught her attention. "Bats," she whispered to herself, and got up from her bed. Throwing on a jersey lying on a chair in her room, which would have been way too large for any normal mare but barely did the necessary to cover up her massive jugs, and wearing nothing else apart from her panties, buried deep into the crack of her enormous ass, she headed out of her room.

Mere minutes later she was out in the orchard, her muscle-bound thighs and legs fully exposed, a tarp folded under her powerful arm, the giant apple in front of her. It shone in the moonlight, filling her with pride. Carefully, she covered it with the tarpaulin. The bats were supposed to be harmless now, but better safe than sorry, she thought to herself. Giving one last round of patting to the fruit, she turned to leave, her tall body having just the tiniest hint of a shiver in the chilly air. Just then, though, a rustling in the leaves behind her caught her attention, and she turned back.

The mare almost fell to her haunches, drawing back as she tried to discern any recognisable features on the figure appearing before her, who had seemingly popped out of the tree. Blood red eyes stood out on the creature's face, as if glowing on their own in the light, and wide, yellow bat-like wings wrapped around its body like a cloak. As she moved closer, her eyes focusing more on it, Applejack was able to distinguish the silver flash of the thing's fangs, as well as the pink tinge of what appeared to be its mane and the facial features of the- Applejack paused, startled. "Butterscotch?" she shakily asked. "Is that you?"

The scrawny stallion, around a foot shorter than Applejack and much more frail looking when compared to her muscled, amazon body, slowly stepped out of the tree's shadow, revealing his mutated shape to the mare, appearing rather shook.

"Oh my..." Applejack brought a hand to her mouth at the sight of her coltfriend's body. "What happened to you?" she asked, observing his pointy ears and the skinny wings he was using to cover himself.

"It appears Twilight's spell had some undesired side-effects, my dear," Butterscotch answered, scanning her body, then looking at the apple covered by the tarp. "I believe the bats' instincts had to go somewhere, and it seems I was the perfect candidate."

"Oh, that is..." Applejack moved closer, but stopped, still a little frightened by the stallion's appearance. "D-Don't worry! We'll go tell Twilight, and she'll figure out a way to fix this, and then everything will be alright. Just let me go put something else on, and then we can go, okay?" she said, walking a couple of steps backwards, some hesitation in her voice.

"Wait!" Butterscotch called after her, and the mare stopped. "Don't leave me alone, please!"

Applejack stepped back towards him. "Is... What- What's wrong?" she worriedly asked.

"It's the bats' instincts," Butterscotch explained, bringing a hand to his forehead. "I'm trying to fight through them, but I can't keep it up for long." He looked at her, his piercing red glare staring right in her eyes. "You wouldn't want me to suck this apple dry, would you?"

Applejack shivered, but she nodded, and moved closer to the stallion. "What can I do to help?" she asked, still afraid but willing to aid him and defend her fruit.

Butterscotch kept staring in her eyes. "I need something else to distract me from these urges. Your apple will be in danger otherwise, I need something to overpower my instincts and make me focus on something else."

Applejack walked even closer, eyes transfixed on the other's. "I'll do it," she replied with some uncertainty. "Just, what exactly do you have in mind?"

"The hunger within me is consuming me," Butterscotch explained, "But I do believe something more primal might be able to override it. I need your body, Applejack." As he said that, he spread open his wings, revealing his naked body and massive dick, standing at full mast and coming up just barely below the base of his neck, his oversized balls dangling below it.

Applejack stopped and gulped, staring at the stallion's tool. He had always been a natural prodigy in that regard, one of only a select few of hyper virile stallions, though he never quite used his endowments as aggressively as he could have, somewhat to her displeasure. Being rather more muscular than most mares, it was always harder for her to find a partner willing to be the one in control, something she had always secretly longed for. "I..." the mare began. "Out here, right now? Could we not go inside or-"

"Your apple is in danger," the batpony reminded her, catching her attention and her gaze once more. Keeping her eyes pinned, he continued, "You wouldn't want to let me suffer any longer, would you? Just get here and service me, and everything will be alright."

Feeling a little light-headed, Applejack nodded along. "Everything will be alright," she repeated. Walking up to Butterscotch, she kneeled down before him and pulled her jersey off over her shoulders, revealing her gargantuan breasts. Hefting the mounds of flesh in her hands, she wrapped them around the batpony's length and began to rub them up and down. "This'll help you, right? And the apple will be safe, right?"

Butterscotch grabbed a fistful of her mane, forcing her to look in his eyes again. "Of course, if you do a good job. Be a dear and service me properly, and nothing will happen to your apple. You wouldn't want to have me suffering, would you?"

"No, I..." Applejack's head felt foggy. "Do a good job... Everything's alright..." With a dizzy expression on her face, she brought her head below the titanic shaft and began to slather its underside with her tongue, drool dribbling over her cleavage mixed in with the copious amounts of pre that the batpony had begun to leak. It was for him. He needed her, she needed to help him.

"That's right," Butterscotch reinforced, staring in the mare's eyes and smirking to himself. "You need to protect your apple, and you don't want me to suffer. So you need to serve me. You need to serve me, to protect your apple, and to protect me," he continued, dragging the mare's face down to the base of his shaft and pressing his balls against her before pulling her back up again.

Applejack felt dizzy, her vision a little blurry. Her sex had began to leak, her face and cleavage smeared with drool and precum. "Protect my apple..." she quietly droned out. "Serve you, help you feel better..." She pulled her breasts higher up and pressed them together around the stallion's cock, only the tip poking out, then began to vigorously stroke him, wrapping her outstretched maws around the head of his shaft as her giant tits slid up and down over his incredible length. She had to help him, relieve him.

The batpony moaned in satisfaction. "That's right," he said, feeling the mare's tongue wrap and twist around the edges of his tip. Maintaining eye contact with her, his red eyes staring right into her green ones, he repeated, "That's right, Applejack. You need to serve me. You need to please me. You need to make sure poor innocent Butterscotch doesn't suffer from the curse that's befallen him. You need to protect your giant apple. Serving me means protecting your apple. Not serving me means making me suffer. You need to protect your apple. You need to serve me. You need to obey me. Obeying means your apple is safe, obeying means your dear Butterscotch doesn't suffer. Obeying is good. Obeying makes you happy. You need to obey. You need to serve me."

Applejack's eyes were glazed over, the batpony's words buzzing in her mind as her vision was filled by the vast red pools of his eyes, his stare pinning her there. Obeying was good. Serving meant her apple was protected and Butterscotch didn't suffer. She needed to please him. Still lost in his eyes, she kept moving her breasts around his monstrous length, sucking harder on the tip and loudly swallowing the stream of pre leaking from him. She had to obey him, so he would be alright.

With satisfied grunts, Butterscotch began to thrust his hips into the welcoming embrace of Applejack's mounds. As the mare kept worshipfully licking and sucking on his tip, eyes still hazy, he felt the first signs of his incoming climax building up at the base of his shaft, the familiar sensation quickly riding up along his length. Moaning between his teeth, he grabbed hold of Applejack's head and shoved himself down her throat, grunting, "Take it, slut!"

The mare barely had any time to process what was happening before the first thick, heavy jet of Butterscotch's cum was sprayed directly down her throat. The stallion kept her there, his huge balls tightening up as they churned out load after load of cum, as he rode his orgasm for almost a full minute. The overwhelming amount of seed, enough to give Applejack a noticeable bulge in her belly after just a few spurts, kept flowing from his shaft, soon beginning to leak out from the confines of the mare's mouth as she failed to contain it all. As his climax came to and end, Butterscotch pulled back, letting the last spurts hit the mare in the face and covering her in cum, soiling her mane and massive cleavage.

Applejack remained there for a moment, still dizzy from the experience, cum dripping from her mouth and nose and practically covering the entirety of her face. A hand resting on her belly, her toned abs now harder to spot due to the amount of semen she'd ingested, she ran her tongue over her lips and swallowed what she managed to catch of the batpony's seed. It had a different taste to it, strangely pleasant. Immediately, she began to scoop up as much as she could to eat it all.

Butterscotch gave a satisfied grin as he watched the scene. Once the mare had finished cleaning herself, he drove her attention with a cough, pointing a finger at his still hard cock. "I am not yet satisfied," he said. "I have not been relieved yet. Come here and spread your legs for me, let me take your body."

Applejack appeared confused for a moment. "But without protection..." she began to say, but then she looked at the stallion and her eyes once more locked in with his. She couldn't let him suffer. She had to obey. Immediately, she began to move forward on all fours, and once closer to him she gave one last lick along his dick before lying on her back and spreading her legs, her tall and sculpted body on full display for him. "Serving is good..." she throatily whispered to herself, removing her damp underwear, a sticky line of her arousal connecting her panties to her sex as she pulled them away.

"That's right," Butterscotch said, leaning forward and pressing the head of his shaft against the entrance to her folds. His hands rested on the titanic mounds of Applejack's tits, managing to pin down her muscular body, and he thrust into her. As the amazon gasped below him, throwing her head back, she stared once more right in his eyes and froze there, their faces now mere inches apart. The smaller, skinny stallion began to piston in and out of her, the shape of his oversized rod bulging out on her belly. "It feels good to obey," he said, continuing to thrust into her. "It feels good to serve me. You need to serve me. You need to obey. You need to be mine. You need me, you need to belong to me." His thrusts grew faster, as the mare below him began to pant and sweat. "You are mine, Applejack. Your mind and body belong to me. It feels good to submit. It feels good to be my slave. Say it."

Her empty gaze focused on his eyes, Applejack droned out, "It feels good... to submit..."

Butterscotch grunted, the pleasure from hearing the mare declare her submission almost as good as that from the tight confines of her sex wrapped around his stallionhood. Feeling his next orgasm drawing near, he urged her on, "I am your master, your owner. You live to serve me. My will is your law, you are my slave! Say it!"

"I am your slave!" Applejack moaned out, meeting the thrusts of his hips with her own, powerful legs pushing her sex towards his.

Gritting his teeth to hold on just a little longer, the batpony hissed, "You belong to me! Your body, your mind, your life! You'll do anything I say, give me anything I want, obey my every desire!"

Her own climax approaching, the mare almost screamed, "Yes, yes! I am yours, I'll do anything for you! My mind is yours, I'll let you breed my body, I'll let you drain my apples, I'll do anything!"

With a screeching, high pitched howl, Butterscotch erupted inside the mare. Her belly quickly ballooned out to look pregnant, and cum was soon spraying out around the edges of the stallion's cock still buried deep inside her, as he just kept pumping her full with more and more thick hot semen. Applejack's own juices mixed in as the mare came, her head lolling back and drool spilling from her mouth as she blanked out from the combined pleasure of serving her new owner and being stretched to bursting with his seed.

Butterscotch pulled out, his orgasm finally at an end, a thick gush of fluids immediately erupting from the mare's folds. He cleaned his shaft on Applejack's titanic rack, then glanced over at the giant apple still cover by the tarpaulin. With a smirk, he ignored it and instead grabbed the drowsy mare in his arms, her tall, bountiful, toned and amazon-like figure a stark contrast with his smaller build, then began to carry her back towards her house.

Pressed against the inside of the door to her room, her imposing figure held up by the batpony's seemingly frail yet now surprisingly powerful arms, Applejack gave a throaty moan. Her lips sealed by the stallion's in a possessive kiss, she tried and failed to divert her eyes from his stare, as he kept hitting the deepest spots inside her with his thrusts. Sweat covered her naked muscles, her long, thick legs wrapped around her master's waist and her strong arms resting around his neck. All night long he'd fucked her, without so much as breaking a sweat, still claiming he hadn't been relieved yet, and as much as she tried to wrestle back control of herself she found it harder and harder to do.

This absolute beast of a stallion, this dominant creature who wanted to control her and make her bend to his will. He wasn't the Butterscotch she'd loved before, not any more, and it was her fault in the first place that he'd become like this, her fault for dealing with the bats like that. She should have rebelled, she should have tried to fix him, but it just felt so good to submit to him. The things he did to her body, the way he fucked her like no mortal pony could have, the way he forced himself upon her mind and even her body, despite her impressive build. She couldn't help herself, her desire to be dominated by him was just too overwhelmingly strong.

Failing to contain her lust any longer, she broke the kiss and loudly yelled as she came around him, spraying her arousal over his thighs as she spasmed around his shaft. "Oh, yes, please master, more, yes," she breathed, almost deliriously.

Butterscotch chuckled, leaning forward into her much taller, muscled body and sinking his hands in her fat, soft buttocks. "So, slave," he began to ask, "since it appears you cannot sate my lust alone, who do you think should join you at my service next?"

Sharing and Caring

Rarity sat on a cushioned chair in the spa's waiting room, awaiting Butterscotch's arrival for their weekly treatment. She spent her time absent-mindedly reading a newspaper, kept somewhat far from her face by her very large bust. Most of her cleavage was left visible by her dress, in the same way in which her other clothes accentuated her massive behind and her all around slightly plump figure, showing off her attractive, supersized curves. She'd taken special care in choosing her attire that morning, specifically for that occasion. After the little scuffle Applejack and Butterscotch had had over the bats situation, she finally had a shot at wooing the adorable little hypervirile pegasus for herself. She had the same proportions as his now ex-marefriend, just a little pudge where she had muscles instead, there was no way he wouldn't fall for her.

The doorbell rang, and Rarity set down the newspaper, turning to greet her soon-to-be lover. Instead, she found herself staring at Applejack's cleavage where the pegasus' eyes should have been. Applejack's very exposed cleavage, actually. In fact, her whole body seemed to be rather exposed. Her massive tits were covered only by a short top shirt, tied at the front, leaving her muscled arms and abdomen completely visible. Other than that, she wore only an extremely short pair of jean shorts around her giant ass, the bottom of them barely reaching her thighs and leaving the entirety of her legs on full display.

Any confusion she had, however, quickly melted away under the flames of her anger, as Butterscotch stepped out from behind the earth pony and immediately kissed her on the lips, the two passionately making out in the entrance for quite a few seconds. Finally, Butterscotch detached himself from the kiss, and turned to the unicorn. "Oh, hi Rarity. I asked Applejack to join us, as an apology for that little fight we had. We got over it, and I think she could use some time to relax, she's been rather stressed lately. Isn't that right, dear?"

Applejack nodded, still staring at the pegasus' eyes, her lips still half opened and a blush on her face.

Butterscotch smiled. "I've already made arrangements with the spa for it. That's not a problem for you, right Rarity?"

Rarity stared back at the two for a moment. She wasn't angry. She wasn't angry at all. She was furious. But, but, but. She couldn't blow up there. The two of them were back together. Okay, that was okay. It was like before then. She just had to stay calm. "Of course not, darling," she cheerfully replied, a fake smile dancing on her face.

"See?" Butterscotch turned to Applejack. "I told you."

The two walked towards the couch and sat there, staring at each other's eyes and sharing kisses and nibbles.

"Oh, thank you. You're always right, sugarcube."

"You're too kind, sweetie."

"Why did I even think of fighting with someone like you?"

"It doesn't matter now Applejack dear, the past is in the past."

Waiting the remaining minutes for their turn to arrive, Rarity tried as best as she could to hide the sideways glances she kept throwing at the couple. Not like they'd notice anyway, they were too busy eating each other out with their eyes. Not like anyone ever noticed how she felt anyway. Did they have to act like that in public? Stars, they looked like they were about to start fucking there in the lounge. Probably how she'd won him over again, worshipping that cock all night to get him to forgive her. She could have done the same. She could have done a better job, in fact, she was pretty sure Applejack wasn't able to deepthroat something as big as Butter's shaft.

"You're always so kind, sugarcube."

"Not as kind as you. I couldn't hope for a better marefriend."

"Oh you're too sweet!"

"No, you're sweet, dear."

"You are!"

"No, you are!"

"Oh, kiss me, Butter, I love you."

"I love you too, my little Apple pie."

That bitch. Did she have to come steal away her only alone time with her Butterscotch? What did she have over her anyway? She dressed better than her, she took better care of her mane and of all her body, she was a better seductress, she was more cultured, she made more money, she was a unicorn and she was better at sex. Tits and ass were the same size, and she was just as taller than the scrawny pegasus as the earth pony was. Was it the muscle? Did Butterscotch just have a thing for that? She could work out if that was the case. She would do anything if it meant getting his approval. If only he noticed how willing she was to give herself over to him.

"Miss Rarity, Miss Applejack and Mr. Butterscotch," Aloe's friendly voice called, startling Rarity from her thoughts. She stood waiting for them, her massive chest, though still not as big as Rarity's own, rising and falling with each breath, her hands resting where her waist expanded into her wide, plump and feminine hips. She wore light-blue lipstick and make-up, a smile on her lips, a white band keeping her mane from her brow, the fabric of her dress straining to contain her bountiful curves and her all around thick physique.

The three got up and walked towards the door whence the pink mare had called them. Rarity led the trio, being the closest to their destination and the one who'd gotten up the quickest, eager to leave the room, while it had taken a while for the two to stop smooching. Still, even as she walked in front of them she couldn't help but be forced to contain her anger, as the sticky sounds of their kissing echoed behind her.

To her immense displeasure, their effusions continued. For the entire duration of their treatment. No amount of massages or mud baths or any of the other things she went through would have been enough to calm her, as she was forced to watch the two of them act like she wasn't even there, all the while Aloe and Lotus themselves acted like everything was normal. Not even the sight of Butterscotch's scantly covered body was enough to give her something to enjoy, made bitter by the presence of the one who actually got to enjoy it. And worst of all, the pegasus was very clearly pitching a tent, the size of his dick impossible to hide when all he wore was a towel around his waist. Something he never did when with her, despite her best efforts to let her towels slip or to bend at the waist when picking up something she'd 'accidentally' dropped.

Why? Why, why, why? Why Applejack and not her? Why couldn't she get something for herself once in her life? She already let others have so much of what she could have wanted for herself, why did she have to give up on the stallion she loved too? What did Applejack have that she didn't? Why?

The sound of a door clicking open drew her from her thoughts, and she looked up to see Applejack walking out of the room, along with Aloe and Lotus. She looked at Butterscotch, now alone in the private hot spring with her, wondering what was happening. Had she missed something? She hadn't been paying attention, she didn't want to hear any more of the two lovebirds' sappy back and forth.

"Rarity," the pegasus said to her. "I'm sorry about this."

The unicorn stood up straighter. "What?"

"About bringing Applejack here, I mean," Butterscotch continued. "I know how much our time alone together means to you, and I'm sorry I had to sour it for you like this. But I had to make it up to Applejack somehow. So, to make myself forgivable, I've prepared a little something special just for you." He looked behind her, and Rarity turned to see Aloe and Lotus walk back in, the second a physical mirror of the first, just as thick and bountiful. "Close your eyes, dear, I want this to be a surprise," the pegasus added.

Feeling her heart swell with happiness, Rarity did as he had asked, wondering what special treatment he'd made arrangements for. How sweet of him. She felt the two spa ponies fidget with something around her wrists, but kept her eyelids sealed, not wanting to spoil the surprise for herself. Sounds of steps and the door's clicking came from around her, around with something else she couldn't quite recognise, but she still avoided looking, until everything was silent again.

"Open you eyes, darling," Butterscotch said.

Rarity did. The first thing she saw were her wrists, now tied together by a rolled-up towel in front of her. Now, she actually took quite a liking to being tied up in the right situations, but that didn't exactly qualify on her list. Lifting her eyes further upwards, however, her mild concerns quickly shifted to other, more prominent ones. Butterscotch, his body usually that of a timid pegasus, now looked more like a bat, pointy ears, leathery wings, shiny fangs and bright crimson eyes giving him a much more sinister appearance.

The bat pony took a step forward, and Rarity remained silent, too confused to ask anything. "You've been a very naughty girl, you know that?" the batpony asked. "You think I didn't notice? All the times you tried to lure me to you, the way you tried to get me to betray my dear Applejack?" He reached the unicorn. "The way you tried to tempt me with this body of yours?" he continued, ripping away her towel and flicking one of her nipples, leaving her naked, still frozen in confusion. "Look at what you have done!" He removed his own towel, exposing the erection on his titanic cock. "This thing won't take care of itself, you know? Someone definitely needs to be punished for this, and I think we both know who that is."

The unicorn's breath caught in her throat at the sight, her nipples stiffening against her will as her sex began to moisten, the smell of his stallionhood reaching her nostrils. "Butterscotch, what-"

"Oh, shut up, darling," the batpony hissed. In a flash, he lifted up her body like she weighed nothing, took her place on the chair and set her down on his lap, his monstrous cock pushing up against her soft belly. "Do you have any idea of how much self control and force of will it took me not to jump on you? How many nights I dreamed of fucking both you and Applejack? It's your fault if I became like this. And, my dear, you need to be punished for it!" With a swing of his arm, he brought his hand to crash against Rarity's asscheeks, leaving a stinging red imprint on them.

Rarity squealed below him, sweat matting her body, her breath becoming ragged. What was going on? What had happened to Butterscotch? But he was, he was naked with her, talking about fucking her! What did any of mean, what- She screamed again, as another strike landed on her massive ass.

"Come on, say it!" Butterscotch said, holding her by the horn with his other hand as he smiled. "Tell me you're sorry, and maybe I'll decide to be magnanimous and let you have the honour of fucking me. It's your fault I became like this, but I did at least convince Applejack to let me have you as well, so maybe I'll be willing to forgive you if you admit how much of a slut you were."

"I-I didn't-Ah!" the mare gasped as her backside was struck once more.

"Oh don't try to lie to me!" Butterscotch hit her again, giggling. "I saw you. You wanted me, and you tried to take me away! Applejack is one of your best friends, but you still tried to get me to break her heart just so you could get to fuck me, right slut?"

Rarity moaned under the stallion's assault. "I-I-No, I would never, I-"

"Oh come on!" Butterscotch's hand came once more cracking down on the curves of the unicorn's ass. "Just admit it, just say you were trying to have sex with me. Do you want me to fuck you or not? Then say so, slut, say it!"

A maelstrom of chaotic thoughts raged in Rarity's mind. But among them, one stood out. She was being offered a chance to be with Butterscotch, a chance to have sex with him. Nothing else mattered more to her, and she didn't care what the cost would be. She needed to be his. "Yes!" she yelled, finally admitting it. "I was a slut, I was a naughty bitch! I tried to get you to betray your marefriend and fuck me, I did! I just couldn't resist the idea of you and your cock!"

Butterscotch slapped her again and again. "That's better! Now, pretty please, could you apologise for thinking you had the right to decide who I got to fuck?" he mockingly asked, almost laughing to himself.

"I'm sorry," Rarity let out, her voice coloured by arousal as she felt the batpony's cock twitch below her. "I was just a horny bitch thinking with her cunt! Only you can decide who you want to fuck! Please, please forgive me, please fuck me!"

Butterscotch spanked her ass one more time, her backside now completely reddened by his strikes. "And there we go, you stupid bitch. Oh if only you'd been as forward with me as Applejack was. It was so hard to choose between the two of you, but you just had to wait and think I'd just come to you. And just look at the mess you've made!" Then, he pushed the mare off from his lap, his cock springing up to stand at full mast, and placed her in front of him on the ground.

"Oh please please fuck me!" Rarity begged, eyes feverishly running over his gargantuan length.

Butterscotch cackled. "You don't really think you're already worthy of that, right?"

The unicorn breathed in, terrified. "Oh, no, no, please, forgive me, please!" She squirmed on the ground. "Please, please, I'll do anything, please!" She looked over herself. "I'll suck you off, I'll let you fuck my tits, please let me apologise to you, please! It's my fault you're this pent up, I don't deserve to be fucked by you yet, just let me relieve you of some of your need, please, I beg you!"

Butterscotch paused for a moment, rubbing his chin and pretending to think about the offer. "Oh, I don't know. I could just go away and let Applejack take care of me, I'm sure she would do a better job at it. You're way too prim and proper for this stuff, got a nice body but you don't know how to use it right." He began to walk away.

"No! No, wait!" Rarity began to crawl behind him. "Please, wait! I'll let you do whatever you want, I'll let you teach me how to be a good slut for you, please wait!"

The batpony stopped. "Oh, fine," he said, turning around. "But only because it would be a waste to let a body like yours go." With a few quick steps, he reached the unicorn and flipped her to lie on her back, then straddled her, kneeling down on top of her.

Rarity found the tip of Butterscotch's giant length mere inches away from her face, the smell of it already overtaking her. "Yes, yes please, oh yes, please, yes, yes..."

"Quit begging and start sucking, slut," Butterscotch said with a smirk. Suddenly thrusting his hips, and moving forward with his legs, he pushed the top of his dick deep into the unicorn's mouth, pinning her there. The tip reached the entrance of her throat, and the portion inside her kept her pressed there, unable to look around or move her neck and barely still breathing.

Rarity's eyes darted around, wide and confused, and she began to breathe faster, her nose quickly filling with the smell of Butterscotch's stallionhood. Her nethers began to drip on their own, and her nipples grew stiff, the instinctive response of her body to being exposed to the more than impressive virility of the stallion she loved impossible to control even in her semi-captive state. It hurt a bit, her mouth stretched wider than ever before, but she needed to endure it. To be with Butterscotch, she reminded herself. To be fucked by him. She needed to be his bitch. Thinking about it only made her more excited.

With a broad grin, Butterscotch spanked her tits, then gripped them harder and began to thrust with his hips. With each movement, the tip of his shaft entered Rarity's throat, forcing the unicorn to sync her breath with his motions.

Rarity did her best to suck on the batpony's cock, pulling him in with her lips, running her tongue over it and sucking in her cheeks. The smell and taste of it, combined with the precum leaking from the tip and filling her mouth and throat, made her desperate to touch herself, but her still-tied hands stopped her from it. Left with nothing else to do, she shifted her hips around, trying to rub her ample thighs together in an attempt to quell her heat.

With his stallionhood tightly pressed between Rarity's tits, and with the added stimulation of the unicorn working on the top of his shaft, Butterscotch quickly approached his orgasm. Without bothering to warn the other, he gave one final thrust, forcing his way into the entrance to Rarity's throat, and began to ejaculate inside her.

Rarity almost choked, strands of cum flowing out of her nose and mouth as the stallion's hyper production filled her up, and her sex began to leak even more. Several moments later, when Butterscotch finally pulled back to spray the last shots of seed over her face, she was left as a sweaty, sticky mess of drool and cum, white lines all over her white skin and purple, now rather messy mane, and a noticeable bulge in her belly after swallowing as much of the batpony's production as she could. Looking at him with half-lidded eyes, her voice coloured with lust, she asked, "Was I a good slut?"

Butterscotch began to laugh. "Oh, please. Here, let me show you what a good slut is really like. Girls? You can come in now."

The door opened, and Applejack, Aloe and Lotus came in, moving on all fours. Like a pack of starving dogs, they threw themselves at Rarity and at the puddle of cum around her, lapping it all up from her skin and from the floor and heavily panting and drooling as they did. Then, leaking arousal from their nethers, they crawled towards the batpony, and began to worship his still hard cock, moaning and looking up at him.

"See?" Butterscotch commented. He violently yanked Aloe's mane, and the mare moaned in delight, then Lotus did the same as he moved a hand to slap her ass, leaving behind a large red imprint. "You're nowhere near this yet, darling," he added, forcing Applejack's head on the ground by stepping on it and watching the mare grind her thighs together while he did so.

Rarity, now coated in saliva, looked between them, fear and lust overtaking her. "No, no please! I can be like them, I swear I can! Teach me, teach me please!"

"Don't listen to her, Master. Let me take care of you," Aloe said.

"No, fuck me first," Lotus replied.

"Please Master, take me first, please," Applejack cut in.

"Silence, you three."

The mares shut up, all holding back their moans at being forced into silence like that.

"I'm going to take a new slave now," Butterscotch explained.

The three began to pant, looking at Rarity with hungry eyes, delighted at the idea of their Master making a new mare submit to his will.

Butterscotch stepped forward, and kneeled down. He flipped Rarity's legs up to her shoulders, and aligned himself. "I hope you'll learn to behave like a proper slave should, or you'll never have this again." He thrust forward.

Stars exploded in Rarity's vision. "Yes, yes!" she cried out, loud and sharp. "I promise it! I'll be a good slut, I'll be a good slave. I'm yours, I'm all yours Master, I'll do anything, everything you say! I love you, I worship you, I live to obey you, I live to be fucked by your cock!" the mare screamed, delirious, while tears fell from her eyes. Her insides stretched out by the batpony's enormous shaft, the shape clearly visible with each thrust of Butterscotch's hips, her cries soon devolved into mindless howls of pleasure.

Behind the batpony, Aloe and Lotus began to eat each other out, while Applejack walked up to him and past him, to then place her titanic ass on Rarity's face. Letting the pleasure-drunk unicorn eat her marehood out, she leaned forward to share a kiss with Butterscotch, then whispered, "Didn't even need to hypnotise her, the bitch was already broken. Born to be a fucking slut to your dick."

"Just like you," the small batpony replied. Slamming his hips into the unicorn's large and feminine thighs, he grit his teeth and arched his neck, moaning alongside her. Her kept thrusting into Rarity, stretching her as wide as possible, the heavy slap of his short frame against her large body resonating in the room over the sloppy sounds of Aloe and Lotus licking each other's nethers.

Rarity kept sucking and licking on Applejack's cunt, like the good submissive slut she needed to be. Butterscotch's shaft was so deep inside her, filling her so much more than anything she'd ever tried before. The precum he was leaking was alone enough to make her inside stretch out further, and the smell of sex from the mare atop her only made her more dizzy. Her cunt spasmed around the batpony's impossibly big shaft, spraying out her arousal on his thighs and chest, and Rarity lost track of where an orgasms ended and the next one began.

Butterscotch kept slamming his hips forward, watching the way Rarity's flesh rippled with each slam. His rhythm slowly grew unsteady, his thrusts more forceful, and finally he hilted inside her, beginning to pump her full of his seed. Quickly, Rarity's belly ballooned out, and he pulled back to spray his load over Applejack first, and the two spa ponies second. Then he sat back, his dick still fully erect, and watched his four slaves crawl towards him, licking up the cum he'd shot on them and on the ground.

"Who will you take next, Master?" Aloe and Lotus asked in unison, before diving forward to suck on one of his large balls each.

"Dear, don't we have a meeting with your family tomorrow?" he asked, guiding Applejack's hips to align her entrance with the tip of his cock.

The earth pony nodded, while Rarity crawled up to Butterscotch's face and began to share a kiss with him.

"Good," the batpony said, breaking the kiss and spanking Rarity's tits with a wing. He slammed Applejack down on his hips, impaling her on his shaft. "Then I think I have an idea for that."

Sleepless Night

Applejack and Butterscotch sat on the porch in front of the former's home, waiting for her family to come back. The stallion was calm, his back straight and his wings folded against it in a relaxed position. The mare kept shifting about in place, biting her lower lip and grinding her thighs together, while the pegasus watched her with an amused expression.

Applejack brought a hand up, twisting her fingers, then nervously brought it back down. "I... Master?" she finally asked, her tone tense.

"Yes?" Butterscotch replied, "What is it, dear?" He hid his smirk by pretending to look back towards the road.

Gripping on to her moment of determination, afraid she might never manage to say what she wanted to if she didn't do it then, he earth pony began to pour out, "I, I mean, I know you need to take in more slaves, and don't get me wrong, I love seeing you put more bitches in their place, but I-I just, I..." She looked down for a moment. "Don't you... I-I feel like you're not really spending that much time with me anymore."

"Is that jealousy I hear?" Butterscotch teased her. "Don't you remember I'm the one in charge? You should be happy with me spending time with other mares."

"I-I didn't mean it like that, Master," Applejack blurted out, blushing and looking to the side. "I just meant... We haven't really been spending as much time together as we could. E-Even with you other slaves involved. I-It's not jealousy! I, I'm happy to know you're fucking other mares, I really am!"

Butterscotch chuckled. He turned his gaze back to the road once again, just in time to spot the Apple family walking back towards the house. "You know," he said, studying the four from afar, "I have to say, your family really is quite the wonderful example of genetics. You might be the Apple I've chosen to pluck from the tree first, but the others certainly aren't worth much less."

Applejack went back to chewing her bottom lip, gathering her knees up to press against her massive chest and nervously rocking back and forth.

Butterscotch continued on, throwing a mischievous look at the mare from the corner of his eye. "Look at your grandmother, for example. If you didn't know her you'd give her maybe half of her years, and it's all the more impressive considering she lived a life of work. Not to mention her proportions, which put many mares to shame, even within your family she still stands out. She's got the second largest bust in the family, after all. I certainly would never have thought a mare of her age could be so attractive. I know she still makes quite a few heads turn when she goes to Ponyville, and it's not hard to see why."

Applejack had began to chew on her cheeks as well, and her eyes nervously darted between the pegasus, the ground, and her family, Granny Smith in particular.

Chuckling inwardly, Butterscotch continued, "And your mother too. It's no surprise you came out like you did, when you're the daughter of a mare like that. She doesn't look a day older than she did in her wedding pictures, and it's surprising how she still looks so beautiful after having had three children. It's such a shame she hasn't remarried, I know for sure many stallions still try to propose to her, and many even prefer her to her daughters. She does have the biggest ass out of you all, that's certainly a plus. It's been a long time since she last had a partner, but I have no doubts she's still awesome in bed."

Applejack's eyes went to her mother for a moment, before shooting towards the ground. But she tried to take a peek towards her again, looking over herself as well and comparing her body to Pear's.

"Apple Bloom too," the pegasus went on. "She's so young, yet she's already so beautiful, with curves that make even grown mares jealous. Think about what she'll be like when she grows up. Already she's being flooded with admiration by colts and even by older stallions, and she could easily get anyone she wanted. Who can blame them for wanting her? If the rest of the family is any indication she'll only grow more beautiful with time, and her beauty will last well into her old age. She's already extremely good looking, and certainly old enough, and with a body like that why would anyone want to wait? Had she been a little older when I met her I might have made a move on her myself."

Applejack's hooves began to thud on the wood below them, though they stopped after a moment, as the mare had realised what she was doing. Instead she began to fidget with the buttons of her shirt, already close to popping off as they struggled to contain her tits.

Butterscotch waited for a moment, savouring the mare's nervousness and poorly hidden jealousy, then moved to the last mare remaining. "And what to say of your older sister, Red Paula? She's tall, strong, with tits and an ass that are nothing short of those the rest of her family has. I'm quite surprised she hasn't married anyone yet. Though I could see ponies choosing to focus on her sisters simply because they think they wouldn't have a chance with her anyway. She really must be the dream of any stallion, with a body like that." He glanced at Applejack from the corner of his eye, smiling to himself, and added, "I can't think of a better mare here in Ponyville."

Applejack forgot to breathe for a moment, her eyes shrinking a bit as she bit on her tongue. She quickly tried to shake it away though, realising the pegasus was still watching her.

"And I mean, I know I'm not the only one. There's a reason they call her Princess Paula, she can give even Celestia a run for her money. For an earth pony, that's quite the achievement. Just look at her, she's practically a goddess. Giant tits, a massive ass, muscle-bound legs, strong arms, toned abs, and a body so tall she forces every stallion to look up to see her face. Not that many care to look at that when everything else is so enticing. She's kind of like you, only, you know, much bigger and better." Butterscotch paused for a moment. "You won't tell me you're jealous, right?" he teasingly asked.

"I'm not jealous," the mare poorly lied. She'd begun to thump her hooves against the ground again, and hadn't realised it yet.

Butterscotch smiled. "Well, there's nothing to be jealous about, after all. You're the one I picked. Sure, you don't have the appeal of maturity you mother and grandmother have, nor that of youth like Apple Bloom, and you don't have Red's body, but you make a good slave slut."

Applejack chocked for a moment, and slowly swallowed, as her breath took on a strange rhythm.

Before Butterscotch could tease his slave further, Pear's voice reached them. "Applejack! Butterscotch!"

The pegasus turned to her and waved, noticing how Apple Bloom had dropped the basket she'd been holding in her sister's hands and was now running towards them, her tits jiggling up and down with every step. The youngest mare reached them in just a moment, and after a brief hug with her sister she went to the pegasus, hugging him as well. "How's it going, Butter'?" She was still relatively short for her family's standard, but around the same height as Butterscotch.

"It's going well, Apple Bloom." The stallion returned the hug, and looking at Applejack with a devious smirk he feigned squeezing the young mare's ass. "We were just talking about you and the rest of your family, you know?"

Applejack looked to the side, her face almost as red as her other sister's, while finally the rest of her family reached them. It was her mother's turn to hug Butterscotch, and she practically smothered him with her massive cleavage. "I'm so glad you came to visit, honey. How's my future son in law doing?"

This got another blush out of Applejack, and a chuckle out of the pegasus. "I'm doing fine. Thanks, mommy."

Both Pear Butter and Apple Bloom laughed at the joke, and the three began to walk inside, as Butterscotch wrapped an arm around each set of hips flanking him and threw another mischievous smile at Applejack.

"Is everything alright between the two of you?" Red Paula stepped closer to her sister, resting a muscled arm on the wall. "You seem pretty tense."

Applejack looked at her. That stupid body of hers. Bigger and better, he'd said. "It's fine," she answered, a touch dismissively.

"Are you sure?"

The damn nerve of her. It was her fucking fault anyway. "Yes, I'm sure." Applejack cut off the conversation and walked inside.

Night covered the apple orchard, and a full moon hang in the sky, casting its silver rays through the window. Red sat on her bed, naked from the waist up, carefully replacing the leak pads on her nipples. Tits as impossibly huge as hers weren't too much of a problem for her specifically, given her strong build, but the ceaseless lactation that seemed to have befallen her out of all members of her family was sometimes annoying to deal with.

Both her mother and her grandmother had dealt with it, but that had been during pregnancy. If she was already leaking that much on a normal basis, she really did wonder what it would be like when she'd be having foals. And her breasts were the biggest in the family. Still, at least she had some help in dealing with it all. The used pads, soaked with milk, hit the trash can with a wet plop, but before she could put on the new ones she heard a sound from outside.

Going to her window, she caught sight of something moving in the courtyard. Applejack. completely naked, and seemingly heading towards the barn. Worry came over Red. She'd had her own experiences with sleepwalking when nervous or going through tense periods of time, and it was quite likely her sister was going through the same. Quickly throwing on a shirt she didn't bother to close, she headed down the stairs and out the house.

The barn's door was open. Shivering a little in the cool air, Red walked towards it, regretting not putting on more clothing. Her thighs were completely exposed, her sex only covered by a pair of boxers that sunk deep into the curves of her ass on her backside, and her massive cleavage was left bare. She was pretty sure the shirt couldn't cover her fully anyway. And milk had started to leak down her breasts, leaving stains on the fabric. There was an odd sound coming from inside the building, and the mare curiously stepped in.

It took her a moment to realise what she was seeing. When she did though, making out the shape of Applejack bobbing her head up and down on Butterscotch's crotch, shock froze her there for a moment longer. Her first instinct was to walk away, but in the brief second she remained stuck there something else struck her. There was something odd about the stallion. Not just the massive size of his shaft, though goodness if it wasn't the biggest dick she'd ever seen or even imagined, but something about his features too.

Unfortunately for her, the time it took her to try to decipher what was wrong about the pegasus was enough for him to spot her. In a blink he was at her side, and the door to the barn closed shut. "Oh my. It looks like we've got some company, pet," he said towards Applejack. His eyes shone bright crimson in the darkness, his fangs gleamed in the rays of light they caught, and there was a sharp, malicious edge to his features, not to mention his leathery wings. He grabbed hold of one of Red’s arms, his grip iron tight.

Applejack turned back towards them, and Red shivered in fear and confusion as she noticed her sister's eyes had turned red. She seemed disappointed and a little dazed about being suddenly left with her mouth empty, but as she spotted Red her face lit up. She began to move towards them, crawling on her hands and knees. Drool dripped down her chin, made thicker and more viscous by Butterscotch's precum. "Are you going to show this bitch her place, Master?" she asked in husky, breathy tones.

The tall mare tried to shake the other's hand off, but found she couldn't move her arm. Despite his thin and scrawny build, the stallion was seemingly even stronger than her, effortlessly holding still against her muscles. "What's going on here?" she shouted. "Who are you, and what have you done to my sister?" She tried to struggle again, but again it was useless. Then a second later, without even realising it had happened, she was slammed against the wall, one of the bat-like pegasus' hands on her throat while the other still held her arm.

"I just showed her what her place is supposed to be," Butterscotch hissed, his hand getting a little tighter around her neck. "And now I'm going to do the same with you. Just look into my eyes. There's nothing you can do anyway." He inched closer to her face, then pushed her off the ground and held her dangling in the air. "Look at yourself. Barely dressed, leaking milk like a cow." He snickered. "At least you're already good to go for your new role." Then he turned slightly to stare at Applejack. "Isn't that right, pet? Want me to breed this bitch like I did with you?"

Applejack nuzzled herself against her Master's legs. "Yes! Oh, please, yes, fuck her like you fucked me!" Anything else she might have said was cut off as she wrapped her lips around the stallion's massive member and began to take him into her mouth. She didn't even look at her sister, much to Red's shock and dismay. Instead she only focused on sucking the batpony's enormous cock, forcing her throat around its length as she thrust out her massive chest.

Butterscotch seemed to pay her little mind, but he was still at least looking towards her. He was as distracted as he would be, Red thought. She tried to kick and thrash around and hit him with her free hand. But despite the impressive strength behind her blows, the little stallion didn't move a single inch, he didn't even flinch or look affected. He gripped tighter around her throat, then threw her further back into the barn with a jerk of his arm and a flick of his wrist. Then he roughly pulled Applejack off his cock. "Hold her for me, slave."

The mare cleaned her mouth with the back of her hand, then quickly crawled over to her sister's body on the ground, before Red had time to recover and stand up. She pinned her arms down with her hands first, then by placing her knees over them as she straddled the impossibly busty mare. "Aren't you happy, Red?" she cooed. "Master is going to fuck you like he did to me and the rest of his slaves. Oh, it'll feel so good." She began to play with her own tits, biting her lips as she waited.

Butterscotch was quickly in front of her. He knelt down in front of Applejack, his long and erect member hanging just above Red's face, and chuckled to himself. His hands went to play with Applejack's tits, making the mare practically melt under his touch, but his eyes looked down towards the other mare's face. "She's right, you know? You'll get to be broken, nice and proper. Like all good bitches should be. And then I'll do the same to the rest of your family." He twisted Applejack's nipples, and the younger sister screamed in pleasure.

"Applejack here was the first," he explained, as the pony in question gave a dazed nod. "Took her on the night I became my new self. Showed her where she really belongs. And she's been a good slave, she's helped me take others after her." He smirked. "So, to answer your question, I've decided to reward her for being such a good slave slut. She's becoming a little more like me now. Superior to normal ponies like you or anyone else." He gave a nod. "Why don't you give her a little demonstration, bitch?"

Applejack nodded in agreement. She slid further back down Red's body, leaving a trail of wet, sticky arousal over the buff mare's abs, and then got on all fours again. Her movements were odd, unnatural, beastly even. She looked almost like a mixture between a pony and a wolf as she crawled forward. In a flash of movement, she ripped away Red's upper clothing. Then she spanked her sister's tits, spraying milk all over the three of them and leaving Red dazed from the strength and pain of the impact.

While the busty mare's rack jiggled and reddened beyond her normal hue, Applejack pinned her arms down again, easily overpowering the taller pony despite Red's best efforts. Then she leaned down and bit around one of Red's engorged, leaking nipples, sucking in milk and using her tongue to toy with the tip. While Red screamed out in pain and pleasure, she let go and did the same with the other tit. Then, having passed both of them, she retreated just a little further down. Her teeth clasped the rim of Red's underwear and pulled, ripping the fabric asunder.

Butterscotch had begun to knead Red's impossibly huge rack with his hands, smiling to himself. "Such a wonderfully big pair of breasts. It is just begging for an equally impressive cock to be thrust between them." He stared down at Red again, straight in the eyes, his own fierce and gleaming with malice. "I'm going to show you your place. I am going to humiliate you, use you like the piece of fuckmeat you are, I am going to show you true and utter submission. And you are going to love it." He coldly laughed. "I'm going to break you!"

Red fiercely stared back, gritting her teeth through the haze of forced arousal coming over her. "I won't- Ah!" She suddenly yelped, her sentence cut off by her younger sister's lips wrapping around her clit. Applejack effortlessly held her legs still with her arms as she kept working on her sex. Above Red, Butterscotch snickered and thrust his dick forward into her gargantuan chest, pinning her arms down with his knees and covering the whole of Red's face with his balls. He began to thrust, as Applejack kept on licking deeper and deeper in her sister's cunt.

Red thrashed and struggled, but it was all useless. She was completely overpowered, her limbs straining to their limit and her muscles flexing without the smallest of effects on her captors. She would have tried to talk or yell, but Butterscotch's nuts were smeared in her face, and opening her mouth only led to her getting a taste of them. Her head began to swim. The pleasure from her sister's tongue work and from the batpony playing with her leaking nipples kept building up, and what little air she could breath was tinged with the heavy musk of his testicles.

The alien sensation of powerlessness brought an added layer of confusion to her mind. She'd never experienced anything like it. She'd never been trapped, she'd never faced an obstacle she couldn't overcome. She believed there simply couldn't be one, when even the heaviest of their farm equipment wouldn't have been a problem for her to lift off of her. Yet there she was, completely at the mercy of her sister and the monster who'd warped her mind. What could she even do, when all her struggles led her nowhere, when pleasure kept building up in her mind and body?

In a last ditch attempt do free herself, she even tried biting the batpony's balls, but his skin was too tough and the contents behind it too resistant. Defeated she laid down, panting. Somewhere above her, through the fog clouding her mind, she heard something. Butterscotch's voice, and Applejack's gleeful answer. The stallion twisted her nipples, sending a spike of pleasure right through her brain and milk shooting all over the three of them, and Applejack began to flick her clit over and over with her tongue.

Then there was a shift in Butterscotch's movements. A pause. Applejack stopped using her mouth on Red's sex, and seemed to lean forward above her. And then Red understood why. She felt Butterscotch's cock throb violently between her breasts, his balls tensing, and then shot after shot of cum began to pour out from the tip of his shaft. She could hear it hit Applejack, hear her sister moan out of her mind as her face was coated in cum. The batpony's orgasm didn't stop there. He kept going, drenching both mares in his seed. Some drops made it to Red's vagina, and stars exploded in her mind.

When the tall, impossibly busty mare came back to her senses, she was no longer held down by the other two. She glanced up, finally able to breathe clearly again, and saw Applejack on her knees, her face and massive tits completely covered in Butterscotch's juices. She was busy lapping them up with her hands and tongue, paying Red no attention. The short batpony stood at her side, his dick still just as hard and massive as before, looking at the taller mare with a grin. Finally Red looked at herself. Her legs and abs had been licked clean, by her own sister if she had to guess.

Shakily, Red stood up again. She glared at Butterscotch, fists clenched at her sides. She didn't have a plan, but she wasn't going to go down without a fight. She'd never forgive him for what he'd done to her sister. She might not be able to stop him, but Twilight would be. She just needed to get to her. Either right then, running, or eventually. She knew he was faster and stronger than her, but she wouldn't let him break her. She'd get to Twilight eventually either way. For the moment, though, she could try to warn the rest of her family.

But just as she was about to scream to try and warn her mother, Butterscotch's grin grew wider. "Quiet!" he barked, a sadistic edge to his tone, and Red's cry came out instead as a choked sputter. The mare looked at him, confused, and began to draw back. Fear was building up in her now, sweat running down her temples. "On your knees, slut," Butterscotch ordered, and Red dropped down with a shocked, almost terrified expression. "Very well." The batpony began to walk towards her. "And stay silent."

Red found she could no longer speak, like a ring of force wrapped around her throat whenever she tried to say anything. She stared in horror as the pony made his way closer to her. "You're probably wondering what's going on," he said. "The truth is, my dear Red, you've already lost. You might not accept it yet, but your will is no longer your own." He chuckled as he reached her, his dick touching her lips. "Your mind and body are mine now. I've marked you. I have defeated you, and you have surrendered to me. You're mine."

Red wanted to kick and scream and fight back, but to her dismay she found herself trapped, unable to move, unable to fight back. And the smell and taste of Butterscotch's cock, so close to her face, still wet with his cum, slowly began to fog her mind. The flames of her rage began to dull, her brain unable to fight off the tide of haze slowly enveloping it as all the memories of pleasure she'd experienced just minutes before surged back to her, triggered by the familiar musk of the batpony's unnaturally potent virility.

"There," said Butterscotch. "Quiet and obedient like a good girl should be." His arm snapped forward and his hand seized Red's mane, and then he forcefully began to drag her face along the length of his shaft. "Go ahead and lick it all clean," he commanded, his voice forceful and cold. "Finish what your sister started." He held Red's face against the side of his crotch, then the base, once more filling her vision with his testicles. Then he dragged her head back to the tip of his cock. "Now, why don't you put that mouth of yours to some better use?"

Red's vision was glazed over, her head spun and her body was caught in a storm of odd and powerful sensations. Her nipples still hurt and felt good at once together, like two little white-hot fires perched at the tips of her massive breasts and spreading their warmth like a river through her tits. Milk dribbled down her chest, and it wasn't the only fluid she was leaking. She could try to pretend otherwise, but there was more wetting her thighs than just her sister's saliva, and more fluids on her chin than just the stallion's precum.

She was drooling, against her better judgment. Or maybe that wasn't right to say, maybe she couldn't quite have a judgment on the matter in her conditions. Everything was so fuzzy. She wanted to fight back, but she couldn't. She was helpless. Powerless. It felt weird, and alien, and new. But it felt good. Or maybe she felt good, still experiencing the echoes of her orgasm, but her mind couldn't help but associate the pleasure she was feeling with the state she was in. Maybe that part of her, too, was powerless and outside of her control.

Her lips parted open, partly by themselves, partly because pushed apart by the massive tip of Butterscotch's shaft. With no strength to move and no presence of mind to even realise what was going on fast enough, she found herself tasting his copiously flowing precum. It burned on her tongue and into her throat, kindling in her body a fire much like the one burning in her breasts and making her nethers twitch and drip. Applejack seemed to have liked the taste of the batpony's dick and cum so much. Maybe she would too.

Her mouth opened farther, and she couldn't tell if she'd wanted it or if something else was manipulating her. Slowly, she began to slide forward, her lips spreading wider and wider to accommodate the size of Butterscotch's enormous penis. Awareness flooded back into her with every further centimetre that slid past her maw. It was too big. She couldn't swallow it all, couldn't possibly fit it all in her mouth! It was too large, too thick, too impossibly huge, there was no way! It would unhinge her jaw, it would tear her cheeks open, it would-

The shaft hit the back of her throat. Red looked up at Butterscotch, and her eyes magnetised themselves on his cold hard gaze. He grabbed her mane again, a firm grip on her head, and then he pulled. And his hips pushed. His cock began to sink into her. Spreading her throat, blocking her airways, filling her whole world. Filling her head with nothing but thoughts about that massive piece of hard and throbbing meat. And he kept pushing and pushing, inch after inch, deeper and deeper into her. She thought it would break her, but by some miracle it didn't.

Red found herself with her face planted against Butterscotch's crotch. Her throat was impossibly full, her neck felt like it was going to burst, and her heart was beating harder and faster than it ever had in her life. Yet her arms lay limp and motionless at her sides, outside of her control. She felt the tip of the batpony's shaft pressed against the entrance to her stomach, she felt his precum dripping straight into it. And she looked up at him again, up at those cold and merciless eyes that seemed to be taunting her, that seemed to look at her like a toy to play with. A toy to break.

Red's head spun again, and she didn't know if it was the taste of Butterscotch's penis filling her mouth or the difficulty she had breathing with her throat stuffed or the way he was looking at her or what he'd done to her or anything else. She didn't know anything at that point. Her heart ached and her nipples burned and her thighs were drenched with arousal leaking from her sex. She felt weak and without control, and she felt better than she ever had before, and she couldn't tell if the second came from the first or if she was being conditioned to think as much or if she even cared.

Butterscotch's grip on her head tightened, and she sputtered around his length as she felt it twitch and pulsate and swell even further. "I'm close, slut," he hissed, and Red didn't know if her vision had gone blurry because she'd heard that or because she couldn't breathe. "Make sure to take it all in, like your sister does." He seemed to be almost panting, and he forced the mare to take his cock as he deep as she could, holding her head in place with both hands. He grunted, almost moaned, and stars blew up in Red's mind as she felt his cum travelling through all the length of his shaft.

She'd never thought drowning could feel so good. Cum filled up her belly and her throat and her airways, and arousal sprayed like a jet from her cunt while milk erupted from her tits. She couldn't think about anything, the pleasure was too great and her senses were being assaulted by the taste and smell of Butterscotch's seed filling her up. Her stomach swelled with the results of the small stallion's ejaculation, but it was too much for her to contain it all and it travelled back up her throat and out of her mouth, dribbling down her chin and covering her massive tits and wet thighs.

She didn't realise he was done until he yanked her head away from his shaft and threw her back on the ground. She landed, limp as a doll, head still spinning and her breathing ragged. It took a bit before she got back up again, finally back in control of her own body, but her mind was still distant and hazy. She mindlessly began to collect the cum over her body and lap it up, without really realising what she was doing. It tasted so good. So wonderful. She squeezed her tits, moaned, and washed herself clean with her own milk before licking herself everywhere she could.

She understood why her sister had acted the way she had. It felt so good, after all. But she still felt something was missing. Looking up, she knew what she needed to do. She stood, and slowly, she made her way towards the smirking batpony busy getting her sister to clean his shaft. "I thought you said something about breaking me," she said at him, with all the attitude a naked, cum and drool and milk covered mare who'd just orgasmed her own brains out could muster. She stood as straight as she managed to, tensed her muscles, and took another step towards Butterscotch.

He looked at her, smiling devilishly. "Why, yes, I do believe I did." A faux sigh. "I suppose I will have to get to that, then." He looked down at Applejack. The way he looked at her and spoke to her was sweet, but the way he forcefully yanked her mane to tear her away from his cock was anything but. "I'm sorry, dear, it seems I'll have to focus on your sister a little longer. I'm sure you two will learn to share later." Applejack looked sort of disappointed at first, but staring into Butterscotch's eyes her expression softened and she obediently backed away.

"Now, where were we?" Butterscotch looked back up at Red. "Oh, right." He closed the distance between them faster than she could realise, and all she had was a moment to see him standing in front of her before a slap from his hand sent her falling backwards to the ground. It stung on her cheek, yet it wasn't painful. Or at least, she wouldn't have called it that. In another moment he was on top of her. Despite his scrawny, thin build, the small batpony had her effortlessly pinned down, the mare completely unable to move her arms as he held his hands around her wrists.

Her muscles strained and bulged and pushed, but Butterscotch held her firmly immobilised without breaking a sweat. And holding her there, he slowly shifted his hips, until the tip of his massive cock was prodding against the soaking wet entrance to her sex. He chuckled, and shifted one arm so that it was his elbow pinning down her hand, while his held up his chin. "I believe you asked for a breaking, correct?" His piercing red eyes felt like they were digging straight through Red's skull. She didn't want to look at them, yet she felt her head turning by itself.

She almost opened her mouth, maybe to answer. She didn't get a chance to. His hand seized her throat, and his cock rammed all the way into her. She blanked out, milk spurting from her massive chest. When she came back to a moment later all she could see were Butterscotch's eyes, staring deep into her mind, two crimson pools she felt she could drown all her thoughts into. She was utterly powerless to do anything, her body completely at his mercy, even her breathing had become something he controlled.

He thrust into her again, his fat nuts slapping against her ass, and she came. She came and she came, and couldn't stop herself from cumming more. Her pussy clenched and gushed like a fountain, her tits shot out milk into the stallion's chest, and her mind began to melt. With each new thrust of Butterscotch's massive shaft into the deepest parts of her depths came a new peak of her climax, the tide of unending orgasmic bliss slowly eroding away every other thought she might have had. Her world became confined to that moment, that single act.

There was nothing on her mind but the thrusting of Butterscotch's gargantuan cock. Her body was just a hole for him to fuck, powerless to be anything else as he casually held her there and used her as he pleased. All her strength outmatched so effortlessly it was hard to conceive she even had strength of her own in the first place, her own will so fiercely disregarded it spread cracks through her psyche. Nothing of what she wanted or thought mattered, Butterscotch wanted to use her as a hole and so that's what she was. And it made her feel better than anything else.

Her gaze swam into the scarlet seas of the batpony's eyes, the only thing she could see. Filling her whole vision, drowning out anything else. She came, and she came, and she came, and Butterscotch kept fucking her like a toy he was using to jerk himself off, and all the while her thoughts melted into those magnetic red eyes of his. Her mind had been drowned in the chains of his control long before he came, though that would have been enough to crush any last shred of resistance from her. It just made her cum harder yet, and pass out.

Butterscotch waited until he'd thoroughly bloated the mare's womb, then slid his perpetually hard cock back out of her. Smiling he admired the fruits of his work, Red's torso and upper body utterly drenched in milk and drool. Her sister lapped some of it up, but her mouth was quickly on his cock again. Butterscotch soon began to mercilessly ravage her throat, like he was using it to clean his dick of Red's juices, though Applejack did not seem to mind in the slightest. "What next?" he asked, knowing it would ultimately be up to him to answer. "The rest of your friends, or the rest of your family?"

Author's Note

It's been a while, but for once it wasn't totally my fault. Luckily I got the go ahead for this chapter a couple days ago, so I was able to publish it today. It felt appropriate, vampires and Halloween and all that. Happy Nightmare Night everyone. Don't be as mean to your subs as Butter is, if you have more than one.

This chapter (in its unfinished and draft forms) was available earlier to my patrons. If you want early access to my stories as I'm working on them, or if you want to commission a short scene for yourself, head over to my Patreon and consider subscribing.