The Flutterbat

Chapters

1. Flutterbat Begins
2. The Dark Flutterbat
3. Flutterbat Returns
4. Mask of the Flutterbat
5. Flutterbat: Killing the Joke
6. Flutterbat Rises
7. Flutterbat Forever
8. Flutterbat and Milf

1. Flutterbat Begins

When Fluttershy asked Twilight how good the book was and her response was “Eh…”, Fluttershy hadn’t been certain she would enjoy it, but had been pleasantly surprised. She liked a nice slow romance with no surprises, and the book she borrowed ‘TwiLit: Breaking Yawn’ had hit the spot for her. Ever since she finished it, she’d been having casual fantasies about having a vampire boyfriend. He could be nice and gentle and… what was that?

Fluttershy had taken a shortcut to Twilight’s house since she had to walk today, but it was a pretty safe area, so she wasn’t particularly worried that anyone would grab her. The street along the park she walked past had only sparse traffic, but she could have sworn she saw a dark figure looming behind her. After looking back for a while, she decided it was nothing and turned to…

...find Luna standing right in front of her.

And she was naked.

It didn’t quite look like Luna though. She had strange bat-like wings flexing out behind her, bat ears sprouting from her head, and glistening fangs. She licked her lips with a forked tongue that looked disturbingly long, just like the tail whipping high behind her. Her deep blue skin glistened slightly in the sunlight, but she didn’t look tired, more… excited.

As her eyes went lower, Fluttershy saw that she was definitely excited, as there was a large and throbbing erection hanging between her thick well-muscled thighs. Fluttershy took a step back as it throbbed at her hungrily, then looked back up to Luna’s equally endowed breasts, back and forth several times as if to verify she did in fact have both.

“V-Vice Principal Luna?!” shrieked Fluttershy. “Why are you naked? And half a bat? And half a man?!”

“Oh, I’m a ‘vice principal’ in this world, am I?” Luna smirked. “How boring. Maybe I’ll stop by and make fun of myself before I leave. I’m not ‘half a man’ though, I’m a full lady with a big dick. There’s a difference.”

Luna took a step forward and Fluttershy backed into a nearby telephone pole, too frozen in shock to run. The whole thing reminded her of the monsters Sunset and this world’s Twilight had become once, and she started to wonder if they grew dicks too when that happened.

“I still have what counts,” Luna smirked, lifting up her heavy balls in one hand to reveal she still had a slit tucked behind them, which itself was drooling profusely down her thighs. .

“T-this world?” Fluttershy asked, clenching the book against her chest with both arms. “Are you like Princess Twilight? You sure don’t seem like you’re from her world though…” She wanted to turn and run, but something told her that would make things worse

Without dignifying her with an answer, Luna snatched the book away, looking it over. She must have recognized it, because as soon as she saw the cover, she dropped it onto the ground at Fluttershy’s feet, face twisting in disgust as if it burned to touch.

“Well, your tastes in books is as wanting as always, but on the other hand,” Luna grinned back at her, placing one hand on the telephone pole on either side of Fluttershy and digging her claws in. “Does that mean you want to fuck a vampire?”

“U-uh,” Fluttershy wouldn’t have put it so crassly. While that was what it boiled down to, she couldn’t say it aloud. This was actually the first penis she’d ever seen outside of depictions in high school biology books, and soon she felt the length prodding her, leaving a spot of moisture on her shirt.

“Don’t you like this?” Luna’s voice became seductive as she leaned down, breasts pressing against Fluttershy’s face.

Despite their sweating, they were strangely cold to the touch, quite a lot like she’d expect from a corpse, but still soft and pliable. She certainly didn’t smell like a corpse though; her scent was strangely intoxicating as Fluttershy got a face full of it. She felt a little drunk in this Luna’s presence, whichever world she was from.

Luna stared into her eyes as she looked up, face smushed between her breasts still, and Fluttershy found herself entranced by her solid, blood red eyes. Fluttershy’s hands were at her sides, afraid to touch her more than necessary. The throbbing erection pulsed against her again, only the thin fabric of her summer shirt separating them, markedly warmer than the rest of her body.

“A-are you gonna eat me?” Fluttershy whimpered as Luna leaned down and ran the forked tongue over her neck.

“Are you asking me to?” Luna purred. “Mmm, such a kinky girl! But let’s start with fucking… I’ll ask again… would you like to fuck a vampire? I could easily force it or hypnotize you, but I’ve never had to with any world’s version of you, my tasty little Flutters.”

Luna wings wrapped around her, claws gripping Fluttershy’s sides from the inside of them and lifting her up the pole to be face-to-face with the larger monster-lady. She took a deep breath of Fluttershy’s scent and rolled her eyes back. Fluttershy didn’t know what to do as her feet left the ground and Luna’s body pinned her more firmly, still strangely cold except the one place it really counted, still pulsing as it flopped between her legs and touched the underside of her panties beneath her skirt. So close to her…

“Y-yes,” Fluttershy couldn’t believe it herself at first when she said it but she realized that she really wanted this, even if this vampire was nothing like the ones she fantasized about. Somehow the lack of courtship, taking what she wanted, it drove Fluttershy wild, and she felt her panties getting moist.

“Mmm, I can smell your virginity,” panted Luna. “Like the smell of hot cake from the oven. Come on, put your hands on me. Take my cock and push it against your innocence, then beg me to rob you of it.”.

“Oh my,” Fluttershy panted even as she blushed brightly. A car drove by but didn’t stop, and she couldn’t help but wonder who might see her out here about to be dicked by a random monster. She hoped that the authorities didn’t show up, and not only because it was embarrassing, but because she had a feeling this creature could wipe the walls with them without even pausing her current activity.

Fluttershy shivered as Luna’s cold hands pushed her shirt up, massaging her belly and further up. The late bloomer didn’t have much up top, not even enough to bother wearing a bra yet, but Luna’s claws grasped at them anyway and showed them no less appreciation as she lifted her shirt.

“Come on, I know you more than you think, you’re always so pent up, so ready to pop,” Luna licked her neck again, and Fluttershy felt fangs press lightly against her neck. Was she going to be bitten? Killed even? Why did that make this feel even sexier? “Beg for my vampire cock. I want to hear it in that sweet innocent voice, like I have with so many other versions of you, you little blood slut.”

When Fluttershy finally got the nerve to place her hand on Luna’s shaft, she almost jerked it back from how hot it was in comparison to the rest of Luna’s body. She grasped it more tightly on the second attempt, pressing the tip against her nethers. She didn’t bother removing her panties, simply pushing the thin silk cloth to one side as she nestled the predator’s tip against her virgin opening.

“Please,” Fluttershy barely got the words out in her soft voice. “I want this throbbing cock inside m-my virgin p-pussy… I want to lose my purity to you. Then you can impregnate me, or just eat me, I don’t even care which. My body and soul are yours…”

“Squeaked out as adorable as always,” Luna purred. “This is why you’re my favorite victim, the first one I look for in every world I leave my mark on.”

Fluttershy found herself suddenly penetrated in several ways, and neither was as gentle as she had imagined. Luna sank her fangs into Fluttershy’s neck, just behind her throat and into her jugular vein. She felt a trickle of blood down her neck as Luna started to nurse, which was lapped up by Luna’s ravenous tongue.

But that was barely noticeable beneath the other. Luna grasped Fluttershy’s hips in her claws, digging in before ramming her hips. Fluttershy felt the powerful muscles of the beast flex as she hammered it in on the first thrust. Though Fluttershy’s body tensed up in anticipation of stabbing pain at getting taken so roughly on her first time, she quickly realized there was none, as if Luna’s body had sedated her an instant before penetration, leaving only the lewd feel of throbbing flesh stretching out her labia and tunneling through her, the long meat impacting her cervix like a sledgehammer.

Instead of needing a few minutes to adjust as she expected, Fluttershy wrapped her legs around Luna’s thrusting hips as the trickle of virgin blood drooled down her ball sack. As the thick hot meat filled her so fully, spreading pleasure through her whole body, she couldn’t help but wonder if this was normal. She couldn’t imagine any normal man’s penis feeling so incredible.

She did suffer a bit of a fright though as she felt herself grow dizzy. Fluttershy looked at how Luna’s neck bulged out with each gulp, and realized that despite the small trickle that escaped down her neck, she was actually bleeding profusely with Luna allowing almost none of it to escape. Luna may as well have just slit her throat. She wondered again if she was going to survive this, but as Luna’s hips flexed and she slammed her against the pole harder, she realized that she didn’t care. This amazing dick was literally to die for.

Fluttershy had heard Pinkie giggling about how some boys were ‘hair triggers’, but Fluttershy was definitely the hair trigger in this situation. Luna had barely got a dozen violent thrusts in before her pussy was exploding in bliss around the thick shaft, the tiny trickle of virginity washed away by the flood of viscous femmecum flowing down their thighs, dribbling off Luna’s swinging ball sack and splattering the book that still lay at Fluttershy’s feet.

“Yes, cum my sweet little snack!” Luna purred, continuing to drink and practically gargling Fluttershy’s life juices as she nursed. “This is how a real vampire fucks!”

She wasn’t sure if Luna was intentionally holding back her own orgasm, but she kept pummeling Fluttershy’s hole as her climax dragged out for several minutes. Fluttershy wasn’t sure if it ever even stopped, the bliss swirling around her brain as she felt herself grow dizzier. She wasn’t sure how many people saw her getting plowed in public by a vampire from another world, but luckily no authorities were called, and she thought she even heard a wolf whistle from one passing car. People were getting way too used to magical creatures in this city, so it was a good thing that the wings wrapped around her hid who Fluttershy was pretty well..

She realized the Sun was setting, but that the flow of blood from her neck had slowed dramatically. Fluttershy convulsed beneath the impacts of Luna’s sweat-drenched body, large breasts pressed against her own still, and panted weakly.

“Y-you’re really gonna kill me, aren’t you,” Fluttershy panted. “I-I hope my friends aren’t too sad.”

“Oh, you adorable thing,” Luna purred against her neck. “Sweetheart, sorry to break it to you, but you died several minutes ago.” She pried her teeth away from Fluttershy’s neck, and the hole in her neck didn’t spout a drop more.

Fluttershy blinked, moving a hand to her chest and feeling for a heartbeat, finding none despite the fact that it had been thumping so loudly that she could hear it in her ears before.

“I-it’s…” Fluttershy panted.

“Not as bad as you thought it’d be?” Luna purred. “I get that a lot. From you especially.”

“So does this..” Fluttershy started.

“Count as necrophilia?” Luna seemed to have had the conversation with a lot of Fluttershys. “Yes, I suppose it does, but it’s the best kind, because you can still squeal.”

A moment later, Luna roared in bliss herself, having saved her pent up load for as long as she could. Fluttershy felt the shaft bulge with the flow a moment before it hit her, panting her apparently dead insides with a coating of white, puncturing her cervix and loading up her womb until it was more like an overly-full water balloon, belly swelling.

“You can still get pregnant,” purred Luna, answering Fluttershy’s next question before she got her mouth half-open to ask it. “And almost certainly will.”

“I-I love you,” panted Fluttershy, it was the only thing she could think of to say.

“I know,” smirked Luna.

The vampire withdrew her shaft with the lewdest of slurping noises, cum spurting out of Fluttershy’s used hole all over the book at her feet and ruining it in the most appropriate way possible. Fluttershy thought she’d be put down on the ground again, but instead Luna pushed the pre-lubed shaft against Fluttershy’s pucker instead. Fluttershy clenched as it was pushed apart, shivering in surprise at how wonderful it felt.

“I’m not letting you escape with any virginity intact, little one,” said Luna. “I’ll fill all your holes at least three times before we stop tonight.”

“S-so am I… a vampire?” Fluttershy asked quietly.

“You’ll turn into one, yes,” grinned Luna. “Normally you’d only become a thrall, but I gave you my all. I like doing this, leaving my mark on a new world in the form of a single cute vampire. I stick around long enough to quietly voyeur and see what they do with their new power, then move on to the next.”

“W-what if I hadn’t been in this world?” Fluttershy asked.

“Oh I have a list I go down if someone isn’t available,” Luna explained. “You’re first, then there’s Marble Pie, Coco Pommel… there’s a dozen cute shy girls on the list. If none of them exist in that world, I just destroy it and move on.”

“Oh… my…” panted Fluttershy. “W-will I…”

“Grow a cock like mine?” smirked Luna. “Yes, you will. These little nubs on your chest should be doing some expanding too; all the girls will be jealous.”

“Oh, I hope they don’t feel too bad,” Fluttershy said, making Luna chuckle at her continued innocence even now.

“Mmm, always such a treat,” purred Luna, then flexed out her wings. “How about I fly you a few other places. We have all night.”

2. The Dark Flutterbat

The change had been an awkward one so far. Fluttershy spent a good half hour locked in her room screaming when woke up two days later with morning wood when she hadn’t even had dick the night before. The screaming worried her parents, but Fluttershy told them she was upset because she stepped on a cute spider and they believed it easily enough.

It was a rather beautiful piece of meat, and she got a good look at it in the bathroom mirror later that day, at the same time noticing her breasts had expanded slightly. She was honestly afraid to touch it yet though, almost like she expected it might bite. Still, she was honestly curious as to how her own holes felt to Luna, and couldn’t help but eye her friends with increased interest after that. Luckily, wearing a poofy skirt was enough to hide the boners that she constantly got around them so long as she held her hands or a book in front of her.

She also expected she might bite, given the fangs that had sprouted. Fluttershy spent a lot of time turning away from people to hide it when she talked, but luckily everyone took it for her normal shyness and didn’t get a good look at them. The fact that she wouldn’t let anyone hug her seemed to worry some, but they didn’t press the issue. She didn’t know how her friends might react to realizing how chilly her body was now. Well, most of her body.

By the time of Twilight’s Nightmare Night slumber party, Fluttershy wasn’t sure she could keep it under control. Still, her friends begged her every year to attend. Normally she came up with an excuse, but now it seemed weird to not go when she fit the theme so well. Even then, she was a little late with her arrival that afternoon.

Twilight answered the door, wearing purple panties and a night gown. The nightie was Nightmare Night themed, with little moons and ghosts on it, and rather intricately made, but Fluttershy’s eyes focused on the panties and bra beneath it, which she could see through the thin fabric, purple lace with little stars on them. She clenched her teeth to try to keep her new body part from responding.

“There you are!” Twilight smiled. “I’m so happy you made it! I know everyone else will be too!”

Fluttershy was so distracted by improved vision that she didn’t step back when Twilight moved to hug her. She squeaked, returning the hug once it started and backing her hips up so that her new bits wouldn’t be felt, but Twilight took a step back and shivered.

“Goodness, did you walk here in the cold?” Twilight asked. “You’re freezing, come on inside!”

“S-sure,” Fluttershy smiled politely, following behind her and trying to keep her eyes on the back of Twilight’s head instead of her behind. She failed.

As they walked into the hall, Shining and Cadance were standing outside Shining’s bedroom. They were sharing a kiss before Cadance practically dragged Shining inside his bedroom. They didn’t seem to see the girls, and Twilight pretended not to see her brother about to get lucky even though she probably did. Instead they went to Twilight’s bedroom.

“Fluttershy!” smiled Rarity when they opened the door, already holding up a yellow gown like Twilight’s. “Come on in and put on the gown I made you!”

“G-gown?” Fluttershy squeaked.

She glanced around as everyone said hello, realizing that everyone had them on. Rainbow and Applejack were fighting over which horror movie to watch first, Pinkie with her ear to the wall, probably trying to hear Shining and Cadance in the next room, and Sunset was sitting on her knees on the bed, just now slipping her own gown over her sun-themed underwear.

But this was a problem. Fluttershy hadn’t had the guts to buy bigger panties, and her current ones wouldn’t contain her new meat even soft, much less hard, and it was already twitching from all the girls in sexy nighties. There was no way they wouldn’t be able to see it through this thin fabric.

“D-don’t you like it?” Rarity asked when Fluttershy looked reluctant, poking a lip out and pouting. “I spent so much time on it…”

“Oh, no, I love it,” Fluttershy assured, unable to say no to that pouty face, though at the moment she’d love to ram her dick in it. “I’ll just um… change um…”

“Go on and change,” smiled Rarity, immediately happy again. “We’re all girls here.” As if that made it impossible for them to perv on one another.

Fluttershy gulped, going to the other side of the bed before slipping off her shoes and socks She knelt behind the bed so hide her lower half from most of the others, looking back at Pinkie to make sure she was facing the other way. The shameless pink girl had one hand pushed into the front of her own panties as she listened to the action in the next room. She wasn’t even trying to hide that she was fingering herself, but everyone here would be used to such antics and ignore that she was doing it.

Slipping her shirt and skirt off, Fluttershy knelt lower. Her shaft was poking free from the top of her panties as she slipped the nightie over her head and took a deep breath. She tried to adjust it to cover herself, but it was no use. If anyone saw the front, they’d immediately see her male parts through the fabric, the shape if not the color.

“Did your boobs get bigger?” Rainbow Dash asked from the other side of the bed, having settled on ‘The Hayseed Chainsaw Massacre’ as the movie to watch, which Applejack was now putting in the disc player. Dash always was blunt with such questions.

“I… maybe?” Fluttershy squeaked.

“Well, they’re still nothing compared to mine, darling,” smirked Rarity. “No offense…”

“I suppose that makes you the flattest now if she’s fillin’ out,” smirked AJ.

“Mine aren’t flat!” complained Rainbow. “They’re aerodynamic!”

“Oh stop it you guys, she might be sensitive,” Sunset thankfully put an end to the conversation, but smirked all the same. She turned to Fluttershy. “They look lovely, sweetheart. If I were into girls, I’d be all over you.”

Fluttershy just sat there, crouched down so none of them saw her still, blushing so red that she might have been mistaken for Big Mac at a distance. She wasn’t even sure how blushing worked after she had her blood drained, but somehow it did.

“Come on and sit over here,” offered Twilight as she and Rarity sat next to Sunset on the bed, the others shortly following. “You can snuggle if you get scared during the movie.”

Pinkie giggled as she grabbed Fluttershy by one hand to pull her up on the bed. Fluttershy squealed in terror as her dick outright flopped out of her panties and pitched a tent in the front of her nightie, but turned in time that no one saw it.

“What’s wrong, Fluttershy?” asked Twilight.

“Stop screaming,” said Rainbow. “The movie hasn’t even started.”

“Maybe she’s warming up!” Pinkie suggested before squealing in mock-fright herself.

“I… have to go to the bathroom!” Fluttershy screamed.

She quickly fled the room, tears of embarrassment streaming down her face. Keeping herself turned away, she edged her way towards the bedroom door and then hurried across the hall into the bathroom, closing the door quickly behind her.

If Luna really was voyeuring her now like she said she would, Fluttershy wondered if she was disappointed, but what was she supposed to do? How would her friends react to Fluttershy suddenly growing a giant penis? Probably a lot more intensely than they reacted to her breasts edging up a few sizes for no reason.

Fluttershy peeked out the bathroom some time later, peering into the bedroom. Maybe her hearing was getting better, because she overheard more than she felt like she should.

“She’s been in there a while now,” Twilight sounded worried.

“Okay well,” sighed Applejack. “Who’s turn is it to comfort her again?”

“That would be me, darling,” Rarity said. “I’ll go take care of her, it’s no problem.”

They took turns? She thought it was weird that the one that came for her when she ran off crying seemed to alternate perfectly. She closed the door just before anyone saw her, but then she heard Rarity tap at it a few seconds later.

“Fluttershy, dear?” Rarity called in. “Are you okay in there? Do you need me to come in?”

Fluttershy tried to think of something to say in response to make her go away, but her mind came up blank. If the bathroom had a window, she probably would have climbed out of it. Saying nothing though was apparently the wrong answer though because that only made Rarity try the door, which Fluttershy had neglected to lock.

“Fluttershy, honey?” Rarity said as she opened it.

Fluttershy quickly sat on the toilet, turning away. “G-go away. I-I’m using the toilet!”

“Then why is it closed, darling?” Rarity smirked.

Oh right, she forgot to raise the seat. Curse the polite males in this household always putting the seat down when they were done!

“I.. I just need some time alone is all,” Fluttershy whimpered, but couldn’t hide that she was crying in panic.

Rarity walked over to her, kneeling next to her and giving her a hug, smiling as she did so. Normally this would be all Fluttershy needed to start feeling better, but now she just wanted Rarity to go so she could sneak out of the house.

“Goodness, you’re freezing,” Rarity said. “Did you get cold in my nightie? Why don’t I get you a nice fashionable blanket to wrap around yourself?”

Damn. Fluttershy should have thought to just ask for one before.

“T-that would be....” Fluttershy tried to agree now, but found her mouth against Rarity’s neck as they hugged. She took a deep breath, noticing how much better than usual Rarity smelled. Her head felt drunk again, as it had when she was with Luna before, and without even thinking, she instinctively dragged her fangs into position just behind Rarity’s throat. Just one bite, and she could feast, but this was her friend.

“Oh dear,” giggled Rarity. “I do have quite a thing for biting, but usually don’t swing towards other ladies.”

Rarity probably said it as a joke to lighten the mood, but blushed intensely all the same, and Fluttershy could actually smell Rarity’s nethers moistening. Jest or not, she clearly did have a thing for biting, girls or not. In fact, Fluttershy tasted a hint of foundation makeup on Rarity’s neck, as if she’d used it to hide bite marks she already had.

Though Rarity probably didn’t expect her to bite. When Fluttershy did, Rarity moaned louder than she probably intended. A shiver ran through both of them as Fluttershy held her jaw clenched, fangs sinking in, but still resisting the incredible urge to suck all the life out of her friend. It wasn’t easy, she could taste a hint of sweet, delicious life.

“Oh dear!” Rarity moaned. “Did you break the skin? Careful now darling, I think you’re right at my…. Ooooh!””

Fluttershy slid a hand down Rarity’s front, pulling her nightie up and then pushing it into the front of her panties. The clothes stuck to her wet body as Fluttershy pulled it off and confirmed her wetness by sliding her fingers across Rarity’s vulva.

“Darling, really,” Rarity panted. “I appreciate the gesture, I do, but I’m afraid you simply don’t have the parts I’m looking for in a lover.”

“That’s where you’re wrong,” purred Fluttershy as she lapped her tongue around her penetrated fangs.

“Pardon?” Rarity asked.

Fluttershy couldn’t resist any longer. She shoved Rarity backwards onto the tile floor, the girl squealing much like Fluttershy had before. The movie had begun in Twilight’s bedroom, so they didn’t hear any commotion from the bathroom despite both doors being opened. If any of them just happened to turn around, they’d see this, but Fluttershy no longer cared. Even if her blood was drained, she felt like an even more intense energy was pumping through her body, feeling her with insatiable lust.

“Fluttershy, I’m sorry but I said… oh my,” Rarity exclaimed, eyes growing wide as Fluttershy fell with her, the large pulsing meat flopping against her belly in the process.

For a moment, Fluttershy froze, realizing what she’d done and afraid to move, still fang-deep in Rarity’s neck. Both their nighties had come up and Fluttershy’s meat was hanging out of her panties, so only Rarity’s black lace lingerie was separating her friends warm hole from Fluttershy’s warmer dick.

“Oh, is that all?” Rarity chuckled kindly after a few minutes. “I didn’t realize that you were a transgender girl, Fluttershy… honestly you pull it off really well. Seriously, I never would have known, but I assure you no one in here will judge you for it. You’ll still be ‘one of the girls’ to us!”

Fluttershy blinked at Rarity’s curious misunderstanding, but it wasn’t like Rarity had ever seen her naked to know that she wasn’t born with a dick. It didn’t matter though, her cock was throbbing and nestled against Rarity’s panties, and she wasn’t waiting any longer.

“Rarity, I’m sorry,” Fluttershy squeaked against her neck. “But I want your pussy so bad… and your blood.”

Rarity panted, sliding one hand down to dance agile fingers over Fluttershy’s shaft, feeling it up and smiling at what the found. She likely took the blood comment as flirting. Her other hand tugged Fluttershy’s gown down around the neck to grope one of her breasts, but seemed less experienced with handling another girl’s tits.

“So big… oh, that would be a nice tight fit,” Rarity shivered. “Well like I said I’m not a lesbian, but can definitely make an exception for this beauty for some fun between friends. Um… Twilight keeps condoms somewhere in here I think, I’m sure we could find some… though I hope they fit that monster.”

Rarity reached one hand towards the bathroom door, trying to close it in case the others in the room across the hall heard something and turned around to see. She almost reached it when she felt Fluttershy bite harder, squealing in delight at the biting, then moaning as she felt the teeth sink deeper than she’d ever felt before.

Fluttershy was surprised at how amazing it felt. What she feared would be a disgusting habit for her tasted like honey and liquid candy. Her eyes rolled back as she pressed forward. In her excitement, she didn’t even bother to slide Rarity’s panties aside, the cloth holding against her, pushing Rarity’s labia slightly apart, but not yet tearing through the cloth.

“No,” growled Fluttershy. “I want your raw, fertile pussy around my cock.” She couldn’t believe the words coming out of her mouth, but it was just too good. There was no holding back.

“Oh my, you’re not stopping are you,” Rarity purred in a way that betrayed her mood. She still reached for the door with one hand, but the other continued appreciating the shaft, groping further down and lightly squeezing the balls that wanted to empty themselves into her. “Getting dizzy… are you drawing blood? Oh dear… well at least consider pulling that beauty out before you pop.”

If there weren’t people screaming in the movie, the others would have definitely noticed Rarity’s squeal as her panties gave. Fluttershy’s shaft punched through them, the pent up pressure slamming her deep on the first thrust. There was little resistance beyond the cloth, so Rarity clearly wasn’t a virgin. This wasn't surprising considering she made an A+ in every class with a male teacher.

As Rarity’s flesh tunnel encompassed her, Fluttershy couldn’t believe how it felt from this end. Her body rammed with raw instinctual motions, slamming Rarity’s bottom against the tile floor as she nailed her hard. Rarity made an attempt to push back with far more practiced hip rolls, but her movements were more or less drowned out by the violent jackhammer that was Fluttershy’s behind. Fluttershy grasped for Rarity’s breasts, digging her long fingernails in as she twisted them enough to send shivers through Rarity.

“Gods, this is amazing!” Rarity breathed, slowly wrapping her legs around Fluttershy’s hips to feel her muscles tense against her with each movement, her own fingernails digging into Fluttershy’s back. “How… is it just because I’ve never had a bare dick in me?... no… even your smell is amazing… Fluttershy, how are you this intoxicating?”

Fluttershy slurped faster, gulping down blood as fast as she could, unable to resist, but soon she felt the flow taper off slightly, and her excellent hearing heard Rarity’s rapid heartbeat grow unsteady.

“Sweetheart, the biting,” Rarity panted. “It’s amazing but… oh gods…”

Rarity’s body convulsed against her, her eyes rolling back as her body went limp, legs splaying out and hands only staying on Fluttershy’s back because of the fingernails. It was amazing for Fluttershy to see what must have happened to herself from this end of things, and to feel it as Rarity’s whole tunnel spasmed, violently milking her dick in some kind of perverse deathgasm. Her pussy churned, juice splattering out over Fluttershy’s belly, drooling down her balls and forming a puddle on the floor beneath them.

But no sooner had her heart thumped to a stop, Rarity’s vacant eyes refocused. Her legs gripped Fluttershy’s hips again more tightly, her hands dragging down her back. She arched her back and moaned as the last drops of blood were milked from her body. Much like Fluttershy had, the girl didn’t even seem to notice that she’d died, and what did it matter? Once she realized, she’d be thanking Fluttershy for making her young and beautiful forever. This gorgeous girl didn’t deserve to age.

“Beg me,” Fluttershy growled against her throat.

“Y-you’re already fucking me…” Rarity panted, still pulling her new state of mind together.

“Beg me to impregnate you,” Fluttershy purred. “To make you mine, forever.”

“Yes,” Rarity gripped her harder, already showing signs of a strength increase. If Fluttershy wasn’t what she was, she wouldn’t have even been able to move her hips against those clenched legs. “Knock me up… I’m your slut forever…”

Fluttershy felt a little self-conscious for not lasting as long as Luna had in her, but it probably couldn’t be helped. Either way, it was the most intense experience of her life, blasting a wad of sperm into Rarity’s waiting womb. It just kept going, probably enough to replace her blood if it needed to, and maybe it would for all Fluttershy knew. She felt Rarity’s belly swell slightly at the load.

As she finally came down from her bliss, Fluttershy pried her teeth from Rarity’s neck. She had ceased bleeding, and the wound healed over as quickly as Fluttershy’s had, though still left a scar from her creation. At that point, Fluttershy found herself staring down at Rarity’s equally sweaty body and exchanging a few awkward glances

“W-we should get back to the party,” Rarity cleared her throat. “U-unless you want to do something else?”

Luna had indicated that she was making Fluttershy a ‘full’ vampire, which implied Rarity was now some kind of thrall, but Fluttershy wondered if she even realized it. She also wondered if she’d grow a dick like Fluttershy had, but decided to leave that as a pleasant surprise for her if it happened.

“S-sure,” Fluttershy blushed.

Fluttershy slowly withdrawing her shaft from Rarity’s tunnel, feeling it clench tightly as if the girl didn’t want any of the precious fertile seed to escape her womb. Rarity seemed to notice Fluttershy’s embarrassment as she came down from her lustful high, raising her head and giving her a kiss to let her know it was fine. They batted their tongues together for a moment before they pried their sweaty bodies fully apart.

They gave it a few minutes to stop panting and readjusted their gowns a bit, then both went back to Twilight’s room. But now Fluttershy was seeing things differently. Instead of being a room full of potential shame, this party was now a buffet of delicious food and potential offspring.

3. Flutterbat Returns

Fluttershy couldn’t take her eyes of Rarity’s rump as they walked back, noticing how it swayed more than before, and thinking about what she just plowed into Rarity’s belly. She was already semi-hard again, so discreetly tried to cover her crotch with both hands as her and Rarity entered.

“Um, everyone?” Rarity said to the room when they entered, raising her voice. “Could we pause the movie for a moment. Fluttershy has something to say.”

“Aw, man, we were just at the good part,” Rainbow said, but all the same paused it. Everyone turned around and it was all eyes on Fluttershy.

“Um, maybe I’ll say it for her,” Rarity said when Fluttershy only stood there and blushed with her hands covering her crotch. “It seems that Fluttershy was self-conscious in the gown I made… because she’s a trans girl and was afraid we’d see the bulge and think poorly of her.”

There was a moment of silence while everyone processed that. During it, Fluttershy realized she could clearly hear Shining and Cadance banging in the next room. Not just a thump, but their wet bodies slapping together; her hearing was clearly improving. Actually, she felt little bat ears sprouting too, though they weren’t above her hair as of yet.

“Oh, of course,” said Sunset. “It’s okay Fluttershy. You’re our friend.”

A round of approvals came from most in the room, but one was louder than the others.

“Ooooh, lemme see!” Pinkie cartwheeled and landed in front of Fluttershy.

Pinkie grinned as she moved Fluttershy’s hands out of the way. Hearing the action in the next room had her hard again, and it flopped out of her panties, the material of her nightie again barely restraining it.

“Oh my, Pinkie please,” Twilight said, and most in the room politely averted their eyes, aside from Rarity who licked her lips the same as Pinkie was.

“You know,” winked Pinkie. “I’ve fucked 99 dicks from school, you wanna be my #100?”

“Uh, Pinkie,” suggested Applejack. “Maybe you shouldn’t do that in front of…”

“Only 99?” Sunset sounded incredulous.

“Only counting students at our school, silly,” giggled PInkie, then looked back to Fluttershy. “So are you a lesbian? I’ve never had a lesbian cock before!”

She didn’t wait for an answer from Fluttershy, figuring the erection was the only answer she needed. She pulled up the nightie and tugged Fluttershy’s panties down to her knees, slurping over the shaft. Her eyes immediately went to Rarity and grinned widely while still licking, recognizing the taste of pussy on the recently used cock.

Rarity winked at Pinkie, and Pinkie slid a hand beneath Rarity’s nightie too. While everyone was used to Pinkie’s antics, they were surprised when Rarity didn’t protest Pinkie’s hand as she had in the past. Even Pinkie looked taken off-guard when she felt the hole in the front of Rarity’s panties and cum drooling from her cooch.

“Your mouth isn’t the hole I want to cum inside Pinkie,” Fluttershy purred herself, surprising them more when she was okay with Pinkie’s antics, grasping Pinkie’s head and tugging her hair slightly. While her voice was soft, none of them had seen Fluttershy say anything like that before.

“Ugh, Pinkie is such a cock fiend,” said Rainbow finally. “Let her be Pinkie all over Fluttershy if she doesn’t mind, but I’m unpausing the movie.”

“I’m gonna cum so hard all over this dick,” Pinkie purred.

“Uh… let me get some condoms from the bathroom,” Twilight blushed. “No offense to Pinkie, but you don’t want to stick that inside the school bicycle without one.”

“Oh um, I”ll go with you,” panted Fluttershy. She barely realized she said it until it came out, but she really wanted to get another of her friends alone. She hadn’t worked up the guts to drink one right in front of the others yet. “R-Rarity, want to keep Pinkie company while I go?”

“Oh, yes Darling,” Rarity grabbed Pinkie by the hair, pulling her off Fluttershy’s dick and pushing her onto the bed. A moment later, she leaped atop her and the two girls were making out intensely, batting tongues and grinding their crotches together.

“Um, guys, that’s my bed, you can’t just...” said Twilight, but sighed and gave up before turning to the bathroom. “Nevermind.”

Twilight went to the bathroom, immediately opening the cabinet where she expected to find them, and looking perplexed when they were gone.

“I think your brother has them,” Fluttershy giggled with a blush.

“Oh… right… um,” Twilight sighed. “I hate to bug him, but if we don’t have one, Pinkie may try to get you to without them.”

“Oh,” Fluttershy took a deep breath. “That really would be a shame…”

As tempting as it was to jump her immediately, Fluttershy was a little amused at seeing her try this, so she followed her to watch her tap at Shining’s room door. As Twilight knocked, Fluttershy slipped her face over one of her shoulders, licking her ear with her increasingly long tongue.

“Are you a virgin, Twilight?” Fluttershy asked, still blushing. She suspected she was. There was definitely a freshness to her scent that wasn’t present on Rarity and especially not Pinkie, not that the ‘well used’ smell was bad either..

“Y-yes, of course!” Twilight blinked at the question, but didn’t have time to pull away from her before the door opened.

“Twilight, I’m kinda busy,” Shining whispered. Twilight might not have, but Fluttershy’s eyes could see Cadance pinned up against the wall next to the door, Shining had been about to fuck her against it.

“Um, sorry, we need some condoms,” Twilight blushed harder as Fluttershy kept licking her ear in front of Shining. “Do you have them?”

“Aren’t only girls at your party?” asked Shining.

“Oh well um, turns out one of my friends is trans and…” Twilight started.

“Yeah, we’ll leave it at that,” Shining probably assumed she was the one doing Fluttershy from how Fluttershy was licking her ear, and that was a fine assumption. He handed a strip of condoms out the door.

“Make sure we have 12 left at least,” Cadance said, then giggled. “And hello Twilight, have fun with that cute trap.”

“Oh um, hello Principal Cadance, but I um…” Twilight didn’t have time to explain before the door closed.

“Fluttershy, I think they thought I was the one going to…” Twilight started, then squeaked as she felt Fluttershy’s meat warm against her. “Fluttershy, I didn’t volunteer…”

“Are you sure?” purred Fluttershy, moving her chilly breasts against Twilight’s back as she pulled her nightie up, turning her around to face her with her other hand.

“I think I’d know if I… Fluttershy,” Twilight eyes looked slightly drunk as Fluttershy breathed over her face, then nuzzled her mouth against her neck. A short time later, there was a heavy thumping against the wall on the other side as Shining nailed Cadance against it.

“I agree,” Fluttershy purred. “I should fuck you like he’s fucking her.”

“D-did I say that?” asked Twilight, looking further drunk.

“Mm-hm,” Fluttershy purred in her ear. “Just now. You said you were jealous that Pinkie would get me first, so you lured me out here and begged to sacrifice your virginity to my beautiful cock. You’re quite a slut for a virgin.”

“I must have, I guess… well, just use a condom…” Twilight’s shaky hand held them out.

“Sure, I’ll get right on that,” said Fluttershy as she moved her mouth to Twilight’s artery.

Twilight tensed up as Fluttershy bit down. Even though she only had one victim as practice, she’d already improved, slicing into the neck more easily and clamping down, allowing less blood to trickle down Twilight’s neck. Twilight whimpered a little with the biting, but then squealed as Fluttershy pushed against her pussy, feeling her labia stretch against her tip, virginity about to give way.

“But you said you wanted my baby,” Fluttershy purred between loud slurps. “That you’d help me put a baby in every fertile pussy at this party. How will I do that with those on?” It was amusing how susceptible Twilight was to influence. Maybe her intelligence was overridden by how pent up she was. Much like Fluttershy, perhaps she always wanted to be easy, but didn’t have the nerve.

“Oh, of course,” Twilight seemed to believe her, dropping the condoms onto the floor and forgetting about them. Instead she raised one leg and wrapped it around Fluttershy’s waist. “How silly of me… wait… I really said that second bit?”

Her momentary reluctance was cut off as Fluttershy popped inside. She squealed again, tensing as she expected it to hurt, but quickly realized it didn’t. As her virgin blood trickled down Fluttershy’s shaft, Twilight wrapped her other leg around her, gripping her hips and leaning back against the wall.

Fluttershy gripped her behind, gripping it firmly and then moving one hand to her breast, massaging it, but more importantly feeling her heart flutter, wanting to feel the moment when it stopped again. Twilight’s pussy clung to her more tightly than Rarity’s had, shivering with the unfamiliar sensations that Fluttershy gifted her with. Soon Twilight was bucking her hips in return, her own hands massaging Fluttershy’s breasts.

“Is that trap fucking her against the wall too?” Cadance giggled from inside after hearing the thump, Fluttershy’s keen hearing picking it up.

“Getting dizzy…” Twilight squeaked.

“Shhh, it’ll be over soon,” whispered Fluttershy.

As her heart became erratic, Fluttershy turned Twilight’s head so she could see the dreamy expression in her face as her eyes rolled back. Once again she realized that she was doing her friend a favor. She’d have youthful intelligence forever, able to study as long as she wanted. She would thank Fluttershy for this.

Twilight convulsed much as Rarity had, creaming on Fluttershy’s shaft as her legs kicked spastically to either side of her. Her eyes went vacant and body still for a few seconds before picking up as it left off. However Twilight was more perceptive than Rarity. She put two and two together in her head and felt her own chest, eyes widening when she didn’t find a heartbeat.

Maybe she came to the same realization Fluttershy did, because her confused face quickly became a smile before clinging to Fluttershy with all fours and ramming her hips back. Fluttershy arched her back and moaned, flooding another womb with her seed. She kept pounding her against the wall as hard as she could, thump-thump-thump-ing. Fluttershy noticed when Shining’s bedroom door opened again to check out the noise, but she didn’t stop.

“Breed me… yes… “ Twilight moaned out loudly just after the door opened. “Put your baby inside me!”

“Oh, hello Shining,” Fluttershy panted after prying her teeth free and pumping the last few surges into Twilight’s swollen womb. “I didn’t see you there, I was busy knocking up your sister.”

4. Mask of the Flutterbat

“D-doing what?” Shining blinked, then his gaze fell on the condoms on the floor. “Whoa uh… and she’s okay with that?”

“Of course I am,” said Twilight dreamily. “I asked for it. I think? Mmmm…” Her eyes drifted down to her brother’s dick. It was above average, though not as massive as Fluttershy’s. Still, it was her brother’s cock, and that added prime kink factor.

Shining gulped when he saw his sisters line-of-sight and took a step back. He had probably not hidden it because he didn’t expect her to look down. Fluttershy licked at her neck once more, slipping her nightie over Twilight’s head, quickly dropping her bra and panties all the way to the floor to leave her nude.

She whispered in Twilight’s ear, “Fuck him, hard.”

“Mmm, that’s a good idea,” Twilight panted. “Glad I thought of it.”

“W-what’s a good id-” Shining started.

Twilight turned and pushed into Shining’s room suddenly, laying a deep kiss on his mouth. His eyes widened, taken off-guard at his nude sister kissing him. She pushed her equally nude brother back onto the bed.

“Mmm, no chromo,” Twilight purred as she climbed atop him.

Fluttershy strutted in, not needing to turn the light on to see what was going on. Cadance was sitting on the bed next to where Shining landed, but didn’t seem upset. In fact, she giggled when Twilight jumped him. Probably not having caught the previous conversation, she pulled a condom off the strip with clear intent to give it to him for fucking his sister.

“Aw, you’re such an accommodating fiancée,” giggled Fluttershy as she shucked off her own nightie, leaving that and her underwear in a trail as she walked to the bed.

“D-did you put her up to this?” Shining asked Cadance. “After I told you about my fantasy?”

“Nope,” Cadance giggled. “Looks like she had the same one. Go on and do her, we’ll say siblings don’t count as cheating.”

“Do I count?” Fluttershy purred, nabbing the condom away just as Shining was going to grab it. She said to Shining. “Would you do me a favor and fuck her in the ass first? I want to give my sperm a good head start before anyone else expels a load in her baby maker.”

“Wait, she let you cream in her bareback?” Cadance blinked, then smirked. “Well, you’re not at my school anymore, Twilight, so you won’t get a lecture on how bad of an idea that was. Honestly, I feel like a hypocrite every time I get onto someone for anything sexy.” She glanced in Shining’s direction, good fiancée that she was, and asked. “But even up the rear, you really should…”

Cadance trailed off as Fluttershy flicked the light switch on. Fluttershy didn’t realize for a few moments that she’d done it with her tail, or that she even had a long demoic tail now. Cadance didn’t notice either, her eyes frozen on Fluttershy’s shaft, watching it throb, slick with pussy juice. Her mouth fell open, literally drooling at what she saw.

“It’s massive!” Cadance gasped, reaching out to run her fingers over it, tugging as if to verify that it was real. “How did you ever hide this monster? How do you get hard without passing out from blood loss? Oh um… it’s okay to fondle right? What was your name again? I don’t think Twilight introduced us.”

“It’s very okay,” purred Fluttershy, petting Cadance’s face. “Names aren’t important, and I think he wants more than fondled.”

“Well, stranger-sex is kinky,” winked Cadance; Fluttershy figured she had a naughty side, but she still turned to Shining to ask permission. “It okay if I get pounded by the trap?” She added as she looked back at Fluttershy with a blush. “No offense.”

“Mm, none taken,” Fluttershy said. Cadance had no idea what a trap it really was. It occurred to Fluttershy that if she proceeded, she’d technically be a serial killer at that point, but it wasn’t like she wasn’t doing them all a favor at the same time.

“I can’t really say no when I’m about to bang my sister next to you,” Shining moaned, not taking his eyes off Twilight to realize how massive his potential competition was.

Twilight’s eagerness was more than just following Fluttershy’s suggestion. She could tell Twilight had wanted to smack bellies with her brother for quite some time. As he panted and massaged her breasts, she pushed herself down onto him, trying to impale her rear entry as soon as she could. She grunted in frustration, then belated realized it was a lubrication issue.

Not feeling like going to get any, instead Twilight pushed him into her well-used slit to get him nice and slick. He groaned at suddenly feeling the inside of his sisters most intimate area, rubbing her body up and down. She dug her nails into his chest as she pulled all the way off after a few strokes, then guided his shaft to her hind entry again with one hand and sat back on it.

Shining seemed stunned at how effortlessly she took him into her virgin ass, shoving herself downward with inhuman strength until her cheeks smacked against his balls. She gripped his thighs around him, drooling on his chest as she began rolling her hips, impaling herself on her sibling’s cock with fervor. Shining rolled his eyes back at the tightness, rubbing his hands up to her breasts and squeezing.

“Are those electronic cosplay ears? They’re moving.” Cadance asked Fluttershy, getting on all fours on the bed, facing away from her. Fluttershy pushed her forward so that their penetration would be right beside Shining’s face, but took a while to realize what she meant.

“Something like that,” Fluttershy said, feeling the bat ears that had sprang upon her head.

“This is gonna stretch me so much better than Shining’s,” Cadance purred as she reached between her legs to grasp Flutterhy’s shaft in her agile fingers, licking her lips. She then realized what she said and checked to see if Shining heard.

“Can’t believe I’m finally fucking my little sis,” Shining panted, quite distracted as he gripped her hips and pounded his hips upwards. “Your asshole is amazing Twilly, I’d have came already if I hadn’t already gotten off twice tonight.”

“I should have let you inside me years ago,” said Twilight, salivating all over her own breasts as Shining watched them bounce hypnotically. She leaned forward to kiss him, almost choking him with her slowly lengthening tongue. She added between slurping kisses. “Let’s fuck Mommy and Daddy tonight too.”

“I don’t think they’d be up for it,” chuckled Shining. “I’d be all over it if they were though.” Fluttershy was sure they’d get to them later.

Fluttershy was about to plunge into Cadance when she realized the silly girl had opened the condom packet and was putting one on her.

“Oh no you don’t,” Fluttershy moved down against her, grasping her breasts in both hands and going for her neck.

Cadance arched her back at the sudden bite, shivering at the realization of how cold Fluttershy’s main body was compared to her shaft, but didn’t try to buck her off. Fluttershy enjoyed the lady’s taste, but at the same time thought it was a shame that she’d gotten to her 20s without having been made pregnant even once, and the same for Shining at not having made anyone pregnant. Now Shining had lost his chance and his fiancée was Fluttershy’s to knock up.

Fluttershy pushed Cadance’s hand off her shaft with one hand as the other squeezed her breast again, sliding a fingernail along her own length to slice the rubber off her cock. With her back arched due to the biting, Cadance didn’t realize that it’d been torn off until Fluttershy sank her dick into Cadance’s love oven. Fluttershy shivered in delight as easily the most experienced pussy she’d had so far slid over her shaft and convulsed in a deluge of milking motions.

Cadance squealed in delight, but it was a good dozen strokes in before Cadance put together that it felt so good because it was bare. She was feeling the curves of a proper dick inside her for the first time.

“I’ve never been so full… wait… y-you took it off,” Cadance panted as if Fluttershy might not have realized.

“Of course I did,” purred Fluttershy, getting better still at talking with her mouth full. “At your request; you wanted to cuckold your small-dicked fiancée.”

“I-I did?” Cadance panted, but despite her reluctance rolled her hips back against Fluttershy. Fluttershy’s balls swung and slapped Cadance’s bare belly with each long stroke of her hips, plowing into another fertile field and feeling no less able to fertilize it even after several orgasms.

“Mm-hm,” Fluttershy assured. “Remember? You told me you wanted impregnated by a more worthy cock in front of him.”

“O-of course,” Cadance drooled on the bed and gripped the sheets as Fluttershy squeezed and twisted at her larger breasts.

Shining still hadn’t noticed, smacking lips with Twilight as he jackhammered his hips up against her, her pussy drooling a puddle of Fluttershy’s cum on his belly as he did. Twilight though was more perceptive, reaching one hand over to grasp at Cadance’s breast, likely wanting to feel another heart stop.

“That’s right,” purred Fluttershy to Cadance. “Now raise one leg to make sure he can watch me fill the hole he’s never felt bareback.”

Fluttershy pulled Cadance’s right leg forward and pulled it up as far as the flexible lady could to make sure Shining could see. Shining hadn’t heard their conversation, but he noticed when Cadance’s cunt honey splattered on his face, slung by Fluttershy’s meaty ball sack and splashing from the impact of wet flesh. He looked over to find his fiancée’s cunt milking a bare dick that wasn’t his own, getting a good look at the shaft for the first time.

“Fuck that’s big,” even Shining had to note, but added. “Uh guys? Condom?”

“Mmm, we’re not using one,” Fluttershy told him. “I was going to, but Cadance insisted otherwise, didn’t you, sweet should-be-a-milf-by-now?”

“Oh yes,” Cadance drooled against her pillow as she clenched two handfuls of blanket. “Watch my womb painted white inside by a girl I don’t know...”

“That’s right,” purred Fluttershy as Cadance fit what she’d been told into her own narrative. “I knocked up your sister, now I’m going to knock up your fiancée too. You’re going to watch, and you’re going to love it.”

“Yes,” Cadance drooled. “You’ve never felt my bare cunt with your tiny dick, I refused to ditch the condom with you, but now I have one that’s worth my time. Does that turn you on, you cuckold?”

“F-fuck yes,” Shining groaned, staring at her vulva as they stretched wide, flicking over every curve and veing of Fluttershy’s shaft. “I don’t even know why… fuck…”

Fluttershy wondered if Shining was just drunk from her influence too, or if figuring out people’s kinks was a vampire power. Then again, maybe it wasn’t hard to assume a guy that dates a hot and easy woman was into it.

Shining was definitely into it, because seconds later he was blowing his load into Twilight’s rear. He grasped her chest as he did, slurping at one of her nipples, but never taking his eyes off Cadance’s overstretched pussy.

“Love you Twilly,” he grunted. “Oh, gonna fuck you every day from now on if I can.”

“I love you too, brother,” purred Twilight, grasping one of his hands in her hand that wasn’t feeling up Cadance. “But you’re still a shitty lay compared to Fluttershy. Come on, feel this superior specimen.” She moved his hand to Fluttershy’s balls, and he massaged at the sack.

“Did you think you’d be the first to have me bareback?” Cadance gagged a bit, overcome with dizziness and not realizing she was on the cusp of death. “But Fluttershy… twice the man… you… oooh.”

“Hear that, brother?” Twilight said as she continued to rock her hips against her brother’s spent dick. “Someone with tits is more of a man that you are; how pathetic.”

“Yeah, cum inside her,” Shining shivered and felt the bulge in her belly as the shape of Fluttershy’s rod moved in and out. “Every time I look at someone else’s kid I’m raising, I’ll remember how inadequate I am.”

As Twilight and Shining spoke, Cadance was shaking violently, convulsing and gagging for a few long seconds. Twilight moaned as she felt Cadance’s heart stop, grinning widely as her body shivered and reanimated.

“Mm, so fascinating,” said Twilight. “I’ll definitely be writing some research papers on this.”

Fluttershy blew her load while Cadance lay still, then Cadance awoke to the burst of fertile juice into her womb. There was no less than there was for Rarity and Twilight, Fluttershy never seeming to run out,

“Gods, you cum like five times more than me,” Shining had joined in cucking himself at this point.

“Hold him, girls,” said Fluttershy as she extracted herself, letting Shining see her moist shaft as she did. “Take him up the pussy now if you’d like, Twilight. Even the worst lay deserves his sister’s bare pussy… which reminds me, I’ll need to hunt down Zephyr later, maybe with Dashie to give him a special treat.”

“Oh fuck yes, Twilly, I’ve wanted your pussy for so long,” Shining panted. “This is all so wrong! I love it!”

Twilight pulled him into a sitting position, sliding off his meat in one hole and seamlessly pushing in on the other, panted as she did so. She shivered, clearly liking his equipment even if currently unable to admit it for cuckolding purposes. Shining showed no resistance as the other two femmes gathered around, though he shivered a little when Fluttershy leaned in.

“Let’s drain him together,” cooed Fluttershy. She tugged him up to her knees, pushing her cock tip against his posterior as well, lubricated by his fiancée’s juices.

“Uh, I’m not bi,” chuckled Shining nervously.

“Well, technically she’s not a guy, so…” giggled Twilight.

“You’ll be everything when I’m done with you,” purred Fluttershy. “Besides, what’s a better way to cuck you than to fuck you up the asshole with your girlfriend’s pussy juice as lube?”

Fluttershy sank her teeth in first, giving her fangs a moment to release the pleasurable hormones into him before ramming with her hips. He started to protest again, but what he assumed would hurt felt like pure heaven as he felt his own bottom stretched out. He shivered and squealed, his hips rocking back and forth to push into his sister and then Fluttershy to push into him.

Twilight bit down on the other side of his neck, the nerd not needing the instinct to know exactly where proper the artery was. Cadance still hadn’t been told she was a vampire, only knowing that she felt the need to follow Fluttershy’s commands, but quickly caught on. She couldn’t get in good on his neck, so took the wrist of the hand that had been groping Twilight and bit there.

Soon the sound of their collective slurping competed with the slapping of bodies as Twilight and Fluttershy played pelvis ping-pong with his hips. Shining realized something was up, but didn’t care. Whatever it was, it involved him plowing his sister in every hole and he was fine with that.

“We’re not going to sparkle, right?” Cadance asked, still slurping, but slightly concerned as she put two and two together.

“We won’t,” Fluttershy grinned. “Not unless you count glistening with sweat, we’ll be doing a lot of fucking… don’t ask why we sweat in our condition. I have no idea how this works, to be honest.”

“Thank goodness,” Twilight said, happy she was going to get to figure it out herself.

Even though he was drained faster, Shining still shuddered with orgasmic bliss as he passed over. It made Fluttershy wonder if it was actually the dying via a vampire bat that got them off rather than the sex. She’d have to test that out sometime, but tonight she wasn’t leaving any guest unfucked.

Fluttershy took a bit longer, so Twilight and Cadance continued to hold him as Fluttershy dug her fingernails into his behind. She noticed that even her nails were slowly reshaping into claws as she pounded his ass.

“Will his dick grow?” Cadance asked hopefully.

“Probably,” smirked Fluttershy. “Maybe not as big as mine, but it certainly can’t get smaller.”

Fluttershy was glad she was delayed in her own orgasm this time, because it getting drained by a vampire and two thralls at once had another effect in that it sped up the transformation of all involved. For Twilight and Cadance, it meant the lengthening of tails and some small ear growth, as well as a bit of a nub that would probably become a cock eventually.

With Shining, Fluttershy felt something more. She could feel his insides churning as she pounded her ass, and felt her balls slap against a wet hole as a pussy formed behind his balls, much like Fluttershy had even if no one had noticed.

Fluttershy grinned. Knocking him up with the same cock that cucked him seemed very appropriate, so she withdrew from his ass with a lewd slurp and rammed his newly forming female bits before they was even done forming. She felt her shaft push apart his insides deeper as it lengthened and began to form his womb.

Shining squealed more as he suddenly found out he had a pussy now in the best way possible, by getting it impregnated seconds later. Fluttershy groaned, expelling another hot load into his new nethers, shaking violently as she did so. She felt nubs on her back twitch, realizing that wings were now forming there as well.

“That’s it, take my seed, bitch,” Fluttershy groaned, finally feeling like she’d fully ‘fit’ into her new role. “Cadance, maybe you should give him some bare pussy for being such a good boy; just remember who owns both your bits. Me and Twilight are going to finish off the other girls, then we can all go to their parents’ room together.”

“Sounds like a plan,” Cadance purred, pulling the confused Shining out from between them, separating from both with a pair of wet squelches.

“Oh, and explain it to him,” Fluttershy instructed, grabbing Twilight by the hand and jumping off the bed. Her tail swished behind her as she led Twilight out of the room.

“Bye big bro, fuck ya later,” Twilight smiled and waved.

“Explain?” Cadance seemed unsure. “I don’t actually know-”

Fluttershy closed the door, leaving her to wing it. It wasn’t like Fluttershy understood much more.

5. Flutterbat: Killing the Joke

The two headed back, Twilight holding the wall as she walked as if still not quite used to things as Fluttershy strutted in front of her. Twilight stopped to pick up the condoms that they’d dropped in the hallway on their way back, her new unlife not stopping her hatred for things being out of place. She probably meant to take it to the bathroom, but quickly seemed to forget she was holding it.

When they got back to the room, they found that Rarity and Pinkie made good use of the time. They’d both shed their clothing, and were on the bed with their legs intertwined. They scissored violently, the sound of her pussies rubbing so loud one would think a dick was involved from only hearing it.

As they did, they held each other with one arm as the other massaged each others breasts. Pinkie giggled, and was covered with lip marks as if Rarity had kissed her all over. There was a used up tube of lipstick on the bed too, as if Rarity kept reapplying it to make sure to leave prominent lip marks. If the red smudged all around Pinkie’s thighs was anything to go by, there’d been some heavy eating out as well.

Meanwhile Rainbow, AJ, and Sunset watched the movie, very awkwardly, looking straight on and trying to ignore the makeout session on their bed.

“Oh, thank goodness you’re back,” Sunset said when the door opened wider. “Please tell me you can take Pinkie elsewhere to… w-where are your clothes?”

“Did you two fuck bareback?” laughed Rainbow as she turned and saw the slime drooling down Twilight’s legs. “That’s hilarious! Just don’t get any ideas about me, you gotta jump through some hoops to tap this hottie! Besides, I got a future athletic career to worry about!”

“Literally jump through hoops,” AJ rolled her eyes. “Pretty sure Big Mac almost died.”

“Oh um… yes, actually,” Twilight nodded, blushing sharply as if she’d forgotten that she’d have to explain the cum drooling down her legs. “I… had sex with my brother actually too… and Fluttershy with Cadance…. then everyone in one foursome… ” She trailed off as if just realizing how lewd that all was, especially when she was a virgin an hour ago, but she’d get used to it fast.

Rainbow stopped laughing and her mouth fell open.

“W-was that a joke?” asked Sunset. “About your brother? That was a joke, right?”

“What’s so bad about fuckin’ yer brother?” asked AJ, then got suddenly shifty eyed. “... ah mean, yeah, that better be a joke!”

“N-no, it’s fine,” Twilight said. “I-I let him have my behind first so Fluttershy’s seed got a head start. I won’t be having an incest baby or anything.”

“Yet,” Fluttershy winked at her.

“Are we three the only ones here that aren’t rabid sluts?” Rainbow rolled her eyes.

“Seriously, what is getting in to everyone tonight? Aside from Fluttershy, apparently,” said AJ. “Ah thought fer sure you were the most decent among us, Twilight.”

“Aww, I missed it!” Pinkie giggled, coming up for air after more kisses with Rarity, still grinding on her. “You’ll have to do him again later so I can see!... nice cosplay ears Fluttershy! I want some!”

“S-sure,” Twilight nodded with a smile. “What are friends for?”

Pinkie left Rarity on the bed, bouncing to snatch the condoms from Twilight. Rarity didn’t seem to mind, reaching from the bed to tug Twilight over. They kissed deeply as Twilight crawled onto the bed, each feeling of the others chest as if sharing a special moment of being dead together.

“Are you feeling okay, Twilight?” Sunset definitely knew something was wrong now.

“You know what?... I’m done with figuring that craziness out,” said Rainbow. “I’m just glad the Crusaders weren’t able to make it to the party. We’d have spent all night covering their eyes.” She turned and continued to watch the movie, the others reluctantly doing the same.

“And it’s have broken fimfiction rules!” pointed out Pinkie, whatever that meant.

“We don’t need one of these,” Fluttershy purred, moving to snatch the condom back away from Pinkie.

“Nope!” Pinkie held onto it, kneeling in front of Fluttershy. “Sorry, no exceptions! I fuck waaay too many dicks, like I spent almost four hours at a glory hole the other night, constant dick in me the whole time! I’ll be a petri dish in no time if I start making exceptions! Besides, putting it on is half the fun!”

“That must get expensive,” Fluttershy smirked and was going to snatch it away, but when Pinkie tore it open and then put the condom in her mouth, Fluttershy decided to see where it went.

“It’s fine!” Pinkie giggled. “I do a round some nights and empty out all the free condom dispensers in the seedy areas of town.”

Pinkie moved her mouth into an ‘o’ shape and put the condom to her lips, facing it correctly before pushing it against Fluttershy’s tip. Fluttershy had to admit that Pinkie’s skill was impressive for a mortal as she slid her lips down Fluttershy’s length, opening wide until she’d nearly unhinged her jaw. She swallowed the tip, letting it sink into her neck, rolling it all the way down to Fluttershy’s base with her lips, lapping with her tongue at the end.

As she did so, Fluttershy watched her two thralls on the bed make out. Rarity and Twilight had figured out they were dead, and were fondling each other’s body as if fascinated by one another’s animated corpse. Finally this led their lips lower on each other, then both moved to lay on their sides to face each other in a 69 position. They slid their tongues deep, tasting Fluttershy’s cum in each other.

“You know,” Fluttershy panted as Pinkie bobbed her head slowly, but grabbed her head to hold it before she pulled off. “I’ve knocked up four pussies so far tonight. I impregnated Rarity in the bathroom, Twilight in the hallway, then Cadance right next to Shining while he dicked his sis… then Shining too, strangely enough.”

When she was held there, Pinkie bobbed her head more, taking long slurps as Fluttershy reached down and felt the shape of her dick in the mortal slut’s neck.

“For reals?” Pinkie got out on the outthrust before Fluttershy shoved in again. Maybe she hadn’t been certain if Fluttershy was serious before. “Wait, Shining?”

“Oh yes,” Fluttershy licked her lips with her lengthened forked tongue and slid her tail around Pinkie’s neck. The girl didn’t seem very disturbed at the new parts, though the other mortals hadn’t looked at her good enough to notice the tail yet. “Not just that, though. See how Rarity and Twilight are acting?” She leaned down and lapped at Pinkie’s head. “It’s because I drank their blood and reanimated them as my thralls. They’ll live forever now, doing whatever they want. I guess for you… that would be getting fucked by every dick you could, always young and desirable for perverts.”

“Seriously?” Pinkie slowed her thrusting and looked up at Fluttershy. As she watched, Fluttershy twitched, wing nubs stretching out from her back and extending. The new appendages immediately stiffened up into a wingboner from her excitement.

Any of the other girls would have panicked if Fluttershy told them she wanted to kill them before she’d at least gotten their mind soggy, but Pinkie actually looked interested. She reached upwards, feeling of Fluttershy’s chest to verify no pulse, and eyes growing a bit wider as she realized why most of her body was so cold.

Pinkie pushed her head all the way onto Fluttershy’s dick one more time, this time biting down firmly enough to catch the surface of the rubber. It was already overstretched on the massive dick, so tore open as she peeled it back off, leaving a tiny ring around the base as she spit the busted condom onto the floor. She giggled, tugging off the ring and letting the shaft bounce when it snapped free.

“Now this is what I call a great way to celebrate Nightmare Night!” Pinkie giggled, but then looked seriously. “Will I still be able to eat cupcakes?”

“Mm-hmm,” Fluttershy assured with a smirk.

“Then time to snuff the Pie!” Pinkie giggled as she slid close and massaged at Fluttershy’s breasts, then tugged her until Fluttershy had her pinned to the wall next to the TV. “But we gotta do my sisters too! It might annoy Limey at first when she finds out, but she’ll probably end up liking it!”

“Oh, she definitely will,” purred Fluttershy. “And you’ll help, I’m sure it won’t be the first time you fucked them, slut.”

“Of course not!” giggled Pinkie.

Fluttershy pushed Pinkie closer to the TV, moving between where Sunset and the other two sat as if going to watch it. Pinkie giggled, turning around to sit herself in Fluttershy’s lap, grinding her soft, chubby ass cheeks against her dick in the process.

“Damn it,” muttered AJ. “Can you guys not do that right next to us?”

As the mortals around her averted their eyes, Fluttershy lifted Pinkie up and nudged her cock against her pussy. Unlike the others, there was no possibility of a violent penetration hurting her, so she didn’t bite her before pushing inside. She jerked her hips down again, impaling her on her shaft in one stroke, shivering as she did so.

“Yes, that’s it,” Fluttershy said so that the others could hear. “I’m gonna fuck my sperm into your bare cunt.”

“If this was my house, I’d be asking you guys to leave,” muttered Sunset, but it wasn’t her house. “Honestly, I’m surprised Twilight isn’t…”

Fluttershy bit down on Pinkie’s neck as she reached around to grab her bouncy breasts, squeezing them. She purred against her as she drank, taking greedy gulps as Pinkie arched her back. She didn’t even care if they noticed, figuring she could take them all on at this point if she needed to. She didn’t though, because the more lewd she got, the less her silly prudish friends wanted to look.

“So much for watching the movie,” sighed Rainbow.

“Yay, kill me dead!” Pinkie giggled, writhing against Fluttershy. “I never thought Fluttershy to be the one that offed me! I figured Twilight would get sick of my shit first and poison my cupcakes or something.”

Fluttershy eyed the others again as Pinkie blurted that out, but they didn’t look, probably taking it for Pinkie’s random nonsense. She decided to go with it if they weren’t going to take it seriously.

“Mm, yes,” Flutteshy said, clenching her breasts harder, enjoying how the extra fat made them smush between her fingers more. “Feeling dizzy? You’re minutes from death at most. When you die, you’ll cum harder than you ever have in a beautiful deathgasm, then I’ll impregnate your corpse as it reanimates.”

“Being murdered is way more fun than I expected!” Pinkie cheered. “Will I be evil though?”

“Only sexy-evil,” Fluttershy assured. “Like me. Technically I’m on a murder spree, but I’m actually making things better for all my friends.”

“Yay, friendship is murder!” giggled Pinkie, her squeal slightly lower than before as she weakened.

Pinkie bounced more enthusiastically than any of the others, though they slowed died as she began to. Fluttershy gripped her plump hips in both hands, helping her up and down so she wouldn't have to slow down as she shed her mortal coil, and the pink slut still managed to roll her hips against her until the very end.

“Wow,” panted Pinkie quietly as her pussy churned around Fluttershy’s shaft more, squeezing it impressively well for such a well-used hole, drooling a puddle of juice onto the floor. “I’m really dying… fuck yes…”

“Weirdest fucking roleplay I’ve ever heard of,” Sunset sighed, completely fed up at this point, or more likely trying desperately to deny how hot it was.

“I think it’s kinda cool,” said Rainbow. “Fits the party theme at least.”

“Fuck ah’m wet,” muttered AJ. “Gonna have to find Big M- a guy when ah get home.” Yet she still seemed to want to resist joining in. Maybe she preferred to keep it in the family.

“Yeah, I’m having a bit of trouble too,” admitted Rainbow with a chuckle. “But I’m sticking to my promise to make people jump through hoops to do me.”

Pinkie tried to lift a hand but couldn’t, so Fluttershy helped her, using her tail to hold Pinkie’s hand against her chest. Unlike the others, Pinkie got to feel her own heart stop a moment before her bodies flew into convulsions like she’d never had before.

“That’s it!” Fluttershy groaned. “Die, you slut!”

Pinkie gasped her last as her pussy flew into a flurry of convulsions, and Fluttershy creamed up into her womb, popping through her cervix as she did so. Pinkie shuddered as she came back, taking a deep breath and feeling of her belly as it swelled from Fluttershy’s load.

“Why am I still breathing?” Pinkie asked as casually as if she might notice someone’s new skirt.

“Habit, probably,” Fluttershy giggled. “And so you can talk; gods forbid you ever stop talking, silly girl.”

6. Flutterbat Rises

“Please tell me you two are done,” sighed Sunset.

“I suppose I am,” purred Fluttershy, still holding Pinkie in her lap with her shaft balls deep inside. “With Pinkie. For now.”

Fluttershy licked her lips at Sunset, but Sunset didn’t see. She tried to pull Pinkie off her dick, only for Pinkie to chrr at her and push herself back on, still rolling her hips as if packing it in.

“I wanna be sure,” Pinkie giggled. “But why aren’t they freaking out?”

“Aw…”, chuckled Fluttershy at Pinkie’s new affection at the idea of bearing Fluttershy’s child. “I think they still believe it was roleplay. That’s probably best.”

Rarity and Twilight slid off the bed just as Pinkie was being turned, having heard AJ and Rainbow’s comments that signified a weakness in willpower. Fluttershy nodded at them to distract the two for a moment, and they went to work.

“Come on now, darling,” Rarity purred to AJ, moving behind her and licking the side of her face. “You don’t want to be one of the only party poopers at an orgy, do you?”

“Rarity…” sighed AJ. “Ah’m straight, girl. Ya know that.”

“Tsk, as if,” Rarity said, her voice going sing-song. “You’ve made an exception for me before… you didn’t seem to mind us slathering our tongue with one another’s pussy juice then.”

“Rarity!” AJ blushed, and said quieter, “Ya weren’t ever supposed to talk about that! Ah was only doin’ it to help out with Mister Cranky at school, ya said he wanted to watch you with another girl to give you a better grade. Even you called it an exception.”

“Oh, no,” Rarity purred. “Believe me, AJ, I know when someone is crushing, and you’ve been crushing on me ever since. I was too polite to mention it before, like with all of my two dozen or so crushes, but I think with you maybe I was crushing a little in return and didn’t want to admit it. There’s a reason I chose you to help me with that despite you being neither a slut nor a lesbian.”

“Oh… uh,” AJ blushed awkwardly, going a bit more limp in Rarity’s arms.

Meanwhile, Twilight moved up behind Rainbow, the athlete squeaking as the most unworthy of nerds reached around and into her nightie to grope at her breasts, the other hand sliding down to her panties.

“Hay!” Rainbow protested. “There’s no way a geek like you could ever make it through the hoops!”

“You might be surprised, now,” Twilight giggled, but didn’t stop, sliding her hand down further and prying Rainbow’s lower lips apart, finding them drenched in the process. “Come on, like Rarity said, you don’t want to be the one that chickened out at the orgy, do you? If AJ joins… it’ll prove she’s more daring that you…”

“Hey now!” Rainbow growled, that statement being far more offensive than the sudden molestation. “I could out-fuck her or anyone!”

“Well, maybe ah do have a little crush,” sighed AJ. “It’s not like me to hide it ah guess.”

“That’s better,” purred Rarity. It wasn’t surprising she enjoyed doing the succubus bit.

Rarity licked her ear again, but this time AJ leaned into it, taking a deep breath. She clenched her teeth and blushed slightly when Rarity reached for her nightie and pulled it upward, but AJ raised her arms to allow it. It was rather cute for the muscle-bound farmgirl to be suddenly at a loss.

“Aw, horse apples,” AJ panted. “Why not?”

As Rarity unclipped Applejack’s bra to free her boobs, Applejack wriggled out of her panties, the cloth sticking to her wet pussy before she pulled it away. As she tossed the away, Rarity ran her hands over her, enjoying the strong, toned body.

“See?” Twilight smirked as her and Rainbow faced Applejack and Rarity, seeing the former give in. “It looks like she’s way braver than you.”

“N-no she isn’t!” Rainbow grumbled, but that was all the encouragement she needed. She pushed Twilight away only so she could fling her own nightie off, throwing it across the room. She pulled off her bra and panties violently, actually ripping her panties apart in a failed attempt to beat Applejack to being nude.

“So strong,” Twilight purred as she fondled Rainbow’s body as well. She was toned and athletic as well, if more lithe and less bulky than Applejack.

“Yeah, my bod is way better than hers!” Rainbow puffed out her chest, despite it being the flattest one there, only to blush as Twilight groped it, then leaned over her shoulder and kissed her deeply. Rainbow showed little more experience with it than Twilight did, their tongues battling a bit awkwardly.

“Mmm let’s foursome with them,” Rarity whispered in AJ’s ear as she grasped her breasts. “If we’re girlfriends now, let’s dyke out hard-core. I know you don’t do things half-way.”

“Damn straight ah don’t,” Applejack said, sliding her own hand back to slip it into Rarity’s cunt, though the lesbian comments were underminded by the hints of cum still in Rarity’s puss. “We’ll even go to Lyra and Bonbon’s next girls-only party if ya want.”

“Or not damn straight,” chuckled Rarity. “And we definitely will.”

“H-huh?” Rainbow was about to protest the involvement of two other girls, but then remembered it was a contest now. Instead, she leaned forward to grasp Applejack by the face, kissing her even more deeply than she had Twilight.

Applejack literally gagged on Rainbow’s tongue for a moment before going in no less fiercely. The two girls grabbed for one another’s breasts and squeezed, AJ trying to impress her new girlfriend and Rainbow just trying to make her give in to her superior lesbian-ness, however that was supposed to work.

The two getting distracted with one another was fine to Rarity and Twilight, since they were momentarily distracted by further changes. It seemed the more of them there were, the more quickly the transformations came about, and they squeaked in surprise as their flesh reshaped between their thighs. It was a surreal feeling, even pleasurable, as their new shiney male bits extended out, their femme bits still safely nestled behin their new ball sacks.

Rainbow and Applejack became more furious in their efforts, each trying to push each other onto her back. When it came to a tie like most of their competitions, they just pushed their breasts together as she intertwined their legs, pushing their slick pussies together and grinding their clits, both shivering in lust.

“I bet she could get you off with her tongue before she could you,” panted Twilight, still getting used to her change.

“I’ll show you!” Rainbow said as if AJ had been the one to say it. “No way this straight bitch can outlick me!” As if Rainbow had ever touched another girl that way.

There was another tussle, which again came to a tie, so in the end they simply lay on their sides facing the opposite direction. Pushing one another’s legs apart, they two pushed their mouths against one another’s slit.

Applejack had the advantage of the cuninlingus pointers Rarity had given her at their previous encounter, not that she had expected to use them after that. She nibbled along her thighs, then nipped at her lips as she rubbed her nose against her soggy clit, concentrating on that.

Rainbow made up for lack of knowledge with sheer determination, ramming her tongue as deep as she could and lapping out a mouthful of pussy juice. She literally gargled it, then rubbed her nose into AJ’s clit as she pushed her way deeper. If she had a muzzle, she probably would have rammed it in without meaning to.

“W-whoa?” Applejack said as she felt Rarity come up behind her, the words muffled by Rainbow’s snatch as the new shaft throbbing against her. “Now ah know you only had a pussy not five minutes ago!”

“What the..” Rainbow sputtered as she felt Twilight do the same. “Are those strap-ons? They feel real… but way too big to be. Yeah, they have to be toys.”

“Yeah, gotta be strap-ons,” Applejack calmed a bit. “Though ah’ve had a guy that was that Big before.”

“Let’s just say we’re increasing the difficulty level of your competition, darlings,” said Rarity.

“Let’s dip into their pussies for lube and then ram their ass while they eat each other out,” suggested Twilight. They didn’t want to risk impregnating them before their mistress after all.

"I’m ready, bitch!” Rainbow claimed. “Ain’t no way a nerd with a toy will make me squeal!”

“Y-yeah,” panted Applejack. “Honestly, Rarity, ah’d be okay with anything you wanted to do to me. Ah’d let you knock me up if that dick was real.”

“Later,” smirked Rarity. She’d ask Fluttershy for second dibs on AJ’s baby factory later.

As Rarity pushed into Applejack for lubrication, she rolled her hips back smoothly, continuing to nibble Rainbow’s clit the whole time. She flexed her ass when Rarity’s tip withdrew and went for the other hole, massaging it as it sank deeper and seeming to be no stranger to butt sex.

Rainbow kept licking at Applejack too, but had a worried look on her face. She tensed when Twilight pushed into her pussy, but twitched her hips as well. She was no virgin there, but the ‘what have I done?’ look on her face said her other hole was. When Twilight took the plunge into her behind, she squealed exactly like she said she wouldn’t, but pushed her hips back in determination.

“Fuck,” panted AJ. “Actually that thing is a bit thicker than… damn.. feels real.” She said and then went back to slobbering all over Rainbow’s cunt with full force.

“Stop pretending you don’t fuck your brother, darling,” Rarity chuckled. “Most of us here have had him. You’d be crazy to pass up that dick.”

“Yeah, fine,” Applejack chuckled nervously between licks and nibbles.

Rainbow’s nervousness quickly disappeared as Twilight rammed her hole. Knowing anatomy, Twilight made sure to angle herself to put pressure in just the right spot, and soon Dash was moving her hips more eagerly against her. She’d probably have been getting boned up the bottom before if she knew it was that good.

Meanwhile, seeing the others distracted, Fluttershy turned to Sunset. Sunset was trying not to look at her still, but sweating up a storm. She could feel Fluttershy looking at her, and knew exactly where things were about to go.

“I can hold her down if you want,” Pinkie offered as casually as if she’d offer a cupcake.

“None of that, Pinkie,” scolded Fluttershy, determined to keep her sex at least arguably consensual.

“I absolutely,” Sunset growled. “Positively, do not consent.”

“Oh?” Fluttershy purred a she tried to slide the giggling Pinkie off her lap, Pinkie clenching her hole around her and purring as she wriggled her hips against her more. “Well I would never fuck a baby into your hot hole without consent.”

“Or fuck any of my holes in general, I hope,” Sunset started breathing heavily, still not looking at her.

“Of course,” purred Fluttershy. “What would be the challenge? Look at me, Sunset.” Finally she grasped Pinkie around the neck with her tail, yanking her off her shaft and exposing the still-erect member for Sunset, glistening with fresh juice.

“Fluttershy, I-” Sunset turned to her, then froze as her eyes widened. She beheld Fluttershy with bat ears, glistening fangs, batwings now extended into a wing boner, and a giggling Pinkie in a neck-lock with her tail. “F-Fluttershy?”

“Yes?” smiled Fluttershy, twitching her ears and trying to look sexy, but mostly looking cute with the animal parts.

“N-no,” Sunset made the assumption she would. “Y-you have to fight it, Fluttershy! This isn’t you!”

“On stop it,” Fluttershy rolled her eyes, then peered into Sunset’s. “I’m not some dark-magic demon trying to conquer the world. I just want to include my friends in my immortal harem. You can’t pretend you haven’t wanted to feel that power again, I can give it to you in a way that will drive you horny rather than insane.”

“It’s fun!” giggled Pinkie, feet dangling off the floor before Fluttershy finally put her down.

Sunset swallowed and stared into Fluttershy’s eyes.

“Look at my cock, Sunset,” purred Fluttershy, sitting up on her knees and grasping it, stroking it slowly. “Get a good look at it, then tell me you wouldn’t enjoy having it in you while looking me in the eyes.”

Sunset’s eyes drifted down to the shaft, widening slightly as if only just now noticing the full size. She looked back up to Fluttershy and swallowed again, but couldn’t say it.

“Way bigger than that tiny boy you dated, hm?” Fluttershy purred. “I heard a rumor you dumped him because of his tiny dick. Want to try a real one?”

“Aw, don’t make fun of him,” giggled Pinkie. “Besides, that forced him to become really good with his fingers and tongue. Seriously, you’d be amazed.”

“It wasn’t like he was the only guy I had,” grumbled Sunset. “I was hardly faithful to him… but damn… I think you’re bigger than even Big Mac.”

“I’ll compare sizes with him later,” purred Fluttershy. She reached a hand out slowly, grasping Sunset’s head. When she didn’t pull away, Fluttershy coaxed her mouth closer to her shaft. “Come on, inhale my musky scent and tell me you don’t want it inside you, fucking you, impregnating you…”

Fluttershy’s natural influence was getting to her quickly as Sunset breathed deep, even if she tried to resist. Sunset reached out her tongue and lapped pre from Fluttershy’s tip, then looked surprised that she did so. She sighed and opened her mouth, slipping her lips over the tip. Fluttershy shivered, but pushed her away.

“Oh no you don’t,” Fluttershy grinned. “You insulted me by insinuating I’d rape you. I’m not going to fuck you anymore.”

“N-no, please,” Sunset panted.

“Begging for it now?” giggled Fluttershy.

“Come on,” Sunset panted. “You’re going to do everyone else right? Don’t leave me out, I’ve been a good friend…”

“Oh?” Fluttershy arched an eyebrow. “Even knowing I’m planning on snuffing your life out as you cum? Pinkie wasn’t joking earlier…”

“I’ve done plenty to deserve death,” Sunset smirked, her demeanor gradually changing to how she normally interacted with them. “Besides, it’s not exactly like real death, is it? It’s basically the opposite.”

“Tsk, don’t take the fun out of it,” Fluttershy smirked, but her cock throbbed harder than ever. Pinkie was one thing, but to have someone like Sunset consent to it knowing fully what would happen to her was a wonderful power-trip, thrilling her.

“Come on,” Sunset smiled at her, moving closer. Fluttershy didn’t push her away this time as she grasped her shaft in both hands, sliding up to her and putting the tip against her bare entrance. “I’m sorry I was mean, okay? Please forgive and snuff me? It’d be super-awkward to grow old when all my best friends are still young sex machines.”

As Fluttershy sat up on her knees, she felt Pinkie behind her lapping at her slit, so she grabbed Pinkie’s neck with her tail again, twisting to lay her on her back before sitting on the squealing girl’s face. She didn’t mind, no stranger to pussy or balls rubbing in her face, and enjoying the combined smell of both.

In one motion, Fluttershy pushed her shaft into Sunset and sank her teeth into her neck. Sunset gasped at the stretch of her wet lips around the massive shaft. She eyed the fangs as they sank in, but sighed as it didn’t hurt like she thought it would, relaxing as the pleasurable poison filled what would soon be empty veins.

Somehow, this felt more like a proper vampire snack than any of the others, Fluttershy wrapping her wings around Sunset’s form to encase her like a cocoon. She thrust her hips as hard as she could, holding Sunset’s body in her wings as she wound her tail around her hips, her claws fondling her breasts. Pinkie’s teeth sank into Sunset’s leg at the same time, getting a taste of what her mistress was having.

“Good,” panted Fluttershy. “I knew you couldn’t say ‘no’ to this dick, you little vixen. Neither will Applejack and Rainbow, and you’ll all be one happy harem.”

“Harem?” panted Sunset, digging her nails into Fluttershy’s thighs and leaning into the bite as she panted. At first her body just bounced, but slowly she began to twitch her hips, then into a full roll as she slapped wet bellies with her friend. “Fuck, you’re deep…”

“Yes, harem,” Fluttershy purred, dragging one claw down Sunset’s back for her to feel the prickle as the other tweaked at her nipple. “You’re going to be my fuck slave. Don’t pretend you don’t relish the idea.”

“With this cock?” panted Sunset. “I’ll definitely relish it. This is… weirdly romantic actually. So who all is in this ‘harem’?” She was getting sweaty encased in the wings, body sticking against Fluttershy.

“Everyone’s immediate families at least,” purred Fluttershy. “Siblings… parents… we’ll work on long-term resurrection for Applejack’s if we can do it without them being gross.”

“And the girls in Equestria?” asked Sunset hopefully. “Maybe my old mentor there? We could visit or have them visit for a sort of ‘meet your other self’ party…”

“Sounds like a plan,” smirked Fluttershy. “My favorite animals too, for sure.”

“You’re going to fuck your animals?” Sunset smirked, though her movements grew weaker.

“I thought you already had for sure,” Pinkie giggled. “I know I have!”

“It isn’t like I haven’t always wanted to,” smiled Fluttershy.

“Dizzy… fuck…” said Sunset, straining to keep her hips moving but getting out of sync. “Fuck I’m really dying… you’re sure I’ll come back, right? Like is there a chance it won’t work?”

“You’ll come back,” promised Fluttershy. She grasped her hips when she weakened, pushing against the wall though keeping her wings wrapped around her, banging Sunset’s body against it harder. Pinkie followed them, slurping harder at the leg.

Sunset spasmed, clasping all four limbs around Fluttershy’s body as the death throes hit her. Fluttershy groaned as the now-familiar pleasure shuddered through her shaft as well, renewing her pounding and expelling a load into her new friend.

This was all so amazing; she hoped Luna visited after so she could let her fuck all her new thralls in thanks, maybe many at a time since they seemed to be growing dicks.

7. Flutterbat Forever

Speaking of growing dicks, Fluttershy looked over to the others just in time to see Rarity creaming into Applejack as Twilight went off in Rainbow. The two didn’t realize that those dicks were real until they both felt the warm spunk shot into their bodies, both sputtering and pulling their faces away from the other’s cunt.

“What tha hay?” Applejack shrieked, then saw Fluttershy as she released Sunset and approached. “What tha HAY?”

Rainbow pulled away from Twilight too, wiping Applejack’s juice off her face and turning to confirm that the dick was in fact real, and on top of that both of the girls were almost as bat-like as Fluttershy at this point, wings and all. Pinkie wasn’t far behind and Sunset was already showing signs.

“Huh…” Sunset panted, looking a little worried when she noticed that the others had shafts. She felt a hand behind Fluttershy’s balls, then sighed in relief as she confirmed she still had a pussy in addition to the cock. “Thank goodness it stays. I’ll enjoy having a dick for sure, but I don’t want to lose my favorite hole either.”

“Of course that stays,” smirked Fluttershy as Sunset finally figured out the actual reason for Fluttershy’s extra feature. “I’m pregnant too, you know, from the vampire that made me, apparently an off-worlder Luna. She said she’d be watching, so she’s probably invisible and masturbating furiously as we speak. If you’re lucky, she’ll fuck all of you one day too.”

“Uh…” Applejack said, blinking at Fluttershy, then blinking again when she noticed the puddle forming in the unrelated corner of the room, as if someone really was there enjoying the show. “Y-you guys are serious…”

“Shit!” Rainbow moved back-to-back with Applejack, taking a defensive martial stance and prepared to fight to the death rather than fuck to the death. “You’ll never take me alive!... or undead! I’ll die first!”

“Well yes, you would have to die ‘first’,” Fluttershy purred. “But don’t be like that. If you want to leave without joining my harem, you’re free to go.”

“It’s really amazing, guys,” Sunset said, shivering in excitement as she felt her own body starting to change. “You have no idea, seriously, don’t pass this up.”

“Sorry,” AJ shook her head, “But ah think ah’m takin’ the option ta-”

“But darling,” Rarity pouted, puckering out her lower lip at Applejack. “You said you’d do whatever kinky thing I wanted… are you saying you’re breaking up with me so soon after you promised?”

“N-no, of course not,” Applejack lost a lot of her tension, unable to resist the Rari-pout.

“I’ll cry if my love doesn’t join me…” Rarity teared up.

“Aw fuck,” Applejack clenched her teeth. “Ah won’t be able to resist that face forever, and ah know it. Go ahead and bite me, ya monster.”

“Uh…” Rainbow’s eyes widened as her only remaining teammate joined the other side, slowly turning about as if still ready to take them all on.

“It’s okay,” Fluttershy purred at Rainbow. “Take all the time you need to decide, or just go. Or call 911 for all I care, it’s not like they can stop me at this point.”

To Dash’s surprise, she was left completely alone as the others converged on Applejack. Fluttershy moved up behind her, pulling her into a standing position, her dick flopping out between Applejack’s legs. As Applejack stared down at it in amazement at the beauty Fluttershy sported, Rarity moved to her front, smiling innocently up at her as she grasped the shaft, pushing the tip to Applejack’s entry with one hand as she stroked her own dick slowly with the other.

“Damn, nice,” Applejack said. “It’s bigger than Mac’s fer sure… ah bet Braeburn would cream just lookin’ at it, as much as he loves Mac’s dick. Honestly though, if ah’m getting knocked up...”

“I’ll let you and Rarity carry one another’s children next,” Fluttershy smirked, knowing where that question was going. “Just like Twilight can have Shining’s baby next, but I get first dibs on all your wombs.”

“Come on, darling,” Rarity smiled up at her again.

Applejack nodded, and pushed herself back onto Fluttershy’s shaft. Fluttershy gripped her strong hips and then moaned at the force at which AJ could use them. She barely had to move with those powerful thighs shoved back against her, and the clench of her tunnel was no less powerful, feeling like a fleshy vice grip around her.

“That’s it,” Fluttershy grinned. “Let’s drink her dry together. Rainbow deserves a show if she’s going to watch!”

Fluttershy sank her fangs into Applejack’s neck, impressed with how much her powerful muscles resisted the penetration before she got her first drink. All the others had given like wet clay, but she actually had to bite hard right away with Applejack. She looked forward to seeing how strong she’d be when undead.

The others converged on her like hobos fighting over a ham sandwich.

Rarity stood, biting at one of her breasts around the nipple. She got a taste of milk from the spongy breast flesh mixed in with the blood, rolling her eyes back. It was nice and romantic to be involved in the erotic death of her crush when she herself was already dead. She dug her claws in as well, feeling over AJ’s sexy muscular frame with one hand as the other squeezed and twisted her other breast, tweaking the nipple with her thumb.

Sunset bit her right wrist, looking reluctant at first and making a face as if she thought it’d be disgusting. Her eyes lit up in surprise at how delicious it was, and she went from reluctants to gulping ravenously. She clenched the arm in one hand, new claws poking through the flesh like nails, the other grabbing at Applejack’s ass to feel the ripples of tight flesh with each impact with Fluttershy’s hips.

Twilight did the same to the other wrist, happy to participate in promoting another of her friends from their mortality. In a way, she felt like this showed the magic of friendship by making sure her friends stayed with her forever, unable to express how glad she was at the gift. She bit down hard like a dog into a bone as one of her claws grabbed AJ’s other butt cheek, another grasping her thigh as she moved to watch the deliciously wet penetration as she fed.

Pinkie opened her mouth disturbingly wide, which Fluttershy was sure she could have done as a mortal too. She sank her upper and lower fangs into either side of the penetration on either side of Applejack’s clit. Her head bounced at the powerful impacts as she bit into the choicest meat, but managed to keep from nicking her mistress’s lady-cock. She moved to make sure Rainbow could still see the delicious penetration, digging her claws into AJ’s opposite thigh.

“Holy fuck…” Rainbow stared at the mass of biting and clawing as Applejack was impaled. She watched AJ”s unsure expressions melt quickly into full bliss. She looked at the door, even taking a step towards it, but stopped, eyes glued to what was happening. “I-is that how… with me? Gotta say… that’s a fucking hard-core awesome way to die! I mean I have to go somehow, after all.”

“Well,” purred Fluttershy as she dragged her claws up and down Applejack’s sides, just enough to leave red marks on her skin.“You’ll have one more set of fangs inside you as you die.”

“Come on, Dashie,” panted Applejack as her eyes swam, muscles twitching. “Come on and die with us… Ya ain’t scared, are ya?”

“O-of course not!” Rainbow said, actually starting to pant from the sight, first one hand and then other other moving between her legs. She slid three fingers of her right hand into her cunt, stretching her lips out as her left thumb worked at her clit. She panted, eyes glued to the sight as she moved closer again.

All of the turned girls either had cocks or were growing them now. As their hands were full with Rainbow, they all slipped their tails around to stroke themselves off, looking at Rainbow invitingly as she watched them extinguish the life of her friend in the sexiest way possible. Dash realized she wouldn’t mind having a dick herself; there were plenty of girls that would be awesome to pound, and plenty of female athletes to pound at school to see what she herself felt like to guys.

Rainbow’s shivered in both fear and arousal as she watched the pounding, AJ’s eyes rolling back in bliss as her blood quickly drained. Dash reached a shivering hand out to feel of Applejack’s chest as the farmgirl broke into a fit of convulsions. She continued to dig at her cunt with the other hand as she felt AJ”s heart stop forever. As AJ’s corpse went limp, Fluttershy continued to pound her pussy as the others groped her all over.

“AJ!?” Rainbow said in brief panic before Applejack jerked back into an animated state.

“Holy fucking horse apples,” Applejack groaned. “That was the craziest orgasm ah ever did have!”

With so many there, there was enough power in the room that Applejack’s transformation started immediately. Fluttershy hadn’t even withdrawn her shaft before her tail and wings sprouted, ears perking up above her head as her claws extended and fangs glistened. As they pulled their claws free, her flesh knitted itself back together pristinely, her belly flesh distending before forming her new set of male bits as well. The whole process looked like it would be agony, but she only moaned before curiously feeling over her teeth with her tongue.

“So?” Fluttershy asked Rainbow. “Your choice.” As if it wasn’t obvious from the fact that Rainbow hadn’t stopped masturbating even when briefly worried about Applejack.

“O-okay,” said Rainbow reluctantly. “B-but uh… only if mine is the most intense! I want AJ pounding my ass while it happens, she has the best hips… and uh… someone else choke me on their cock, and the ones I can’t fit I’ll stroke! I’ll take you all on!”

“Precious,” smirked Fluttershy at the list. “But I accept your ‘demands’ Rainbow, if it will make you feel like a winner as we snuff your life out.”

“Ah’ll even let ya be the winner if it means ah get to feel yer ass clench as ya as you die, ya insufferable cunt,” winked Applejack playfully.

“Fuck yes!” Rainbow grinned widely and held her arms up. “I knew you’d admit I was best eventually, bitch! And I outlived your sorry ass on top of that!” She slowly lowered her arms. “I mean… let’s get started!”

Fluttershy backed up, finally feeling slightly worn from all her activities, deciding to take it easy this go. She lay onto Twilight’s bed, though all of their beds were her bed at this point, laying her rump on the edge with her shaft flopped onto her belly, folding her hands behind her head and winking at Rainbow. It was a little amusing to see Rainbow sell her life and freedom for a silly victory, but also very like her.

“I-I’m all over it!” claimed Rainbow, but paused briefly a few times on the way over, the same expression on her face as when she was nervous about anal only to love it seconds later.

Rainbow climbed up onto Fluttershy, clenching her teeth a little at the feel of how large the tip was against her cunny, then grunting as she summoned her strength and shoved herself down onto it. She was no Applejack, but still had some nice hips. Once she was impaled, she smirked back at AJ and playfully shot her a bird with one hand as the other squeezed Fluttershy’s sack, already swollen with the new load that would impregnate her.

Applejack moved up behind her. Unsurprisingly, Applejack had the biggest schlong aside from Fluttershy, perhaps carrying the genes for it even if her body hadn’t made use of them before. Rainbow was just relaxing with her tunnel spasming around Fluttershy as AJ grabbed her behind and shoved herself in every bit as hard as Rainbow had demanded, making the proud teen squeal like Scootaloo at a horror firm.

“Gonna cum so hard when you die, girl,” grinned AJ.

Rainbow’s squeal was quickly silenced though as Sunset grabbed her head. While Rainbow had given blow jobs, she’d never done deep throat, and gagged violently when Sunset rammed herself in. Rainbow felt her hand against her own neck, feeling the thickness of Sunset’s shaft, her body convulsing as she struggled to breathe, not that that would be a problem for long. She forced herself down harder though, determined to go out in as awesome a manner as she deserved.

The whole time, Rainbow kept up her determination, grasping at Rarity and Twilight’s shafts as they moved to the sides and stroking them firmly. As Fluttershy sank her fangs into her neck from below and groped at her small breasts, she’d have been hyperventilating if her throat wasn’t clogged with cock.

Of course, that still left Pinkie Pie, and Rainbow had demanded every dick, so the giggling girl wasn’t about to disappoint. She pushed AJ aside slightly, moving hip to hip with her. Rainbow tensed when she realized where things were going back there, but grunted in an attempt to tell her to ‘bring it’. She was going to take all their dicks at once and die trying.

Pinkie pushed against her rear entry with Applejack already inside it, the determined Rainbow trying her best to loosen up until both of them popped inside. She spasmed and would have been flailing if she wasn’t pinned between so many sexy bodies. If she wasn’t about to get a healing factor, she probably wouldn’t have been sitting for a week.

They held nothing back as she requested, and Rainbow’s body was pummeled from all directions. She was tossed back and forth so hard that she barely noticed when other sets of teeth sank in.

Rarity and Twilight doubled over and sank their fangs into the wrists of the hands that were stroking them off. Each clenched her arms in both claws, assisting her since staying in sync didn’t seem to be one of her strong points at the moment, but she kept up the iron grip. It was unlikely that she’d lose the death grip as she died.

Applejack and Pinkie biti down lower on each of her shoulders, each watching the others fangs sink into their friend’s blue flesh. They both dragged their claws all over her body, leaving rows of welts that looked almost like whip-lashes. Rainbow’s eyes teared up, but it was more from intensity than regret; everyone could tell she was having a blast.

Sunset had a little trouble getting in there, but her new body was fortunately flexible. She moved to Rainbow’s side, still grasping her head with both hands, claws digging into her face and rainbow scalp. She slid in beneath where Rainbow was jacking off Rarity, watching Rainbow’s sweaty flesh undulate for a moment before sinking her fangs in.

Taking all the fangs at once got it over with fast, but also mashed all the intensity into one stream of orgasmic bliss, as if taking everyone’s dick wasn’t enough. Moving was a bit of an issue, and she more or less had a seizure that approximated bouncing on Fluttershy’s thick cock as the other two rammed her from behind, belly stretched out at the triple filling. Her hands vibrated more or less on accident as she simply gripped, and the explosion of gagging motions in her throat gave Sunset more than enough pleasure ripples.

None of them showed her any mercy, and she’d have had it no other way. After all, you can only die once. She was surrounded by the moans and throbbing bodies of her best friends, and for a moment she felt rather special. It was actually pretty nice that they all joined together for one perverse sex act to bring their last friend into the fold. Not to mention, giving birth to Fluttershy’s baby might be a breeze after going through this.

And she could forever have bragging rights and claim that Fluttershy saved the best for last.

She knew it should have been painful, but she was high on whatever it was they were doing to her, growing rapidly dizzy both from blood loss and not breathing as her face discolored to a purple shade. She’d never be sure which of those two things killed her, and her deathgasm was hardly noticeable within her seizure, but soon her heart was fluttering spastically before giving out completely.

As her heart had been thumping loud in her ears, she felt it when it stopped. When she passed on, she felt cocks exploding from all directions. Fluttershy finally rammed her hips upward as she pumped rich fertile seed into her womb, even as her intestines were painted white by both of the groaning girls behind her, blasting so deep that she was surprised she didn’t vomit their seed. As Rarity and Twilight’s cocks jerked to splatter their cum over her, Sunset blasted a load into her belly as well, body bulging with the ridiculous filling from all sides.

Death felt surreal. Rainbow felt a moment of regret just prior to passing over, but lost it all as soon as she woke back up. Suddenly the small discomfort left of not being able to breathe vanished, her face coloration returning immediately even before she drew a new one. Even though she began breathing again by habit when Sunset withdrew, it didn’t seem uncomfortable not to breathe.

“Fuck yeah,” AJ panted. “Ah knew yer ass would feel awesome as ya went, girl.”

When everyone had withdrawn, she was left alone atop Fluttershy, feeling quite empty, panting as she enjoyed the warmth of bodies around her.

“Uhhh... “ a confused voice said from the bedroom door.

They turned to see Spike standing in the doorway, muzzle hanging open after having awoken from a long nap to find Twilight and friends batified and futafied in a mass orgy.

“It’s okay, Spike,” Twilight panted. “Come on in, you know I won’t let any of them hurt you.”

“So are those costumes or…” Spike started to ask, but looked up at Twilight’s drooling dick as she approached him. “No, definitely not.. and did Dash really piss you guys off or something? You were smashing her like a train into a bus full of orphans.”

“Nah, it’s cool,” groaned Rainbow. “I asked for it.”

Rainbow’s body convulsed as she rapidly caught up with their changes. Fluttershy purred and pushed Rainbow onto her back after the others had withdrawn, straddling her cowgirl style instead. She pushed her rump down into the perfect position, and then rolled her eyes back as Rainbow’s fresh new dick extended right into her pussy.

“Go ahead and turn him on your own, Twilight,” panted Fluttershy. “He should probably be yours alone, and being a thrall’s thrall is more suited to him anyway.”

“Aw thanks,” smiled Twilight, kneeling to Spike and holding out her clawed hands. “Come on Spike, trust me, I’ll make sure it doesn’t hurt.”

“Y-you make it sound like you’re about to kill me,” chuckled Spike nervously.

“I am,” said Twilight, tilting her head and smiling. “You’ll like it though, and you can even fuck Rarity when we’re done. Trust me?”

“Mm,” smirked Rarity. “I think it’s the other version of him that kept humping my leg, darling. But I doubt he’ll give up free pussy either. He is a male dog after all.”

“You’ll get to fuck me,” Twilight smiled again.

“I… uh…” Spike gulped, but stepped forward and into her arms. “S-seriously? Well, can’t say I haven’t thought about doing that… like a lot.”

“Can’t say I haven’t thought about doing this,” Fluttershy moaned as she bounced on Rainbow’s dick, Rainbow grinning and grasping her hips, opening her mouth to catch some after-spurts from Fluttershy’s dick. “Never thought my ‘Dash grows a dick that I can ride’ fantasy would ever come to pass.”

“If this is being a slave,” groaned Rainbow. “I like it.”

The others played as well, Rarity and Applejack as well as Sunset and Pinkie pairing off to make love back and forth on either side of Fluttershy. This was definitely a different party.

Spike was scared, but he was still a male dog as they said, and had a boner that wouldn’t quit as Twilight carried him to the bed with the others. While being a dog kept him from being appalled by public sex acts, it was still obviously hot.

“I’m really glad you didn’t fix me,” Spike panted.

“So am I,” Twilight smiled, sitting with her legs crossed on the bed and pulling him into her lap.

“Whoa, now!” Spike panted as he felt her shaft poking at his behind. “That is exit only!”

“It won’t hurt,” Twilight promised, then repeated. “Trust me?”

“Eh..” Spike clenched his teeth but nodded.

“The only way I’d approve putting down a dog,” panted Fluttershy as her balls smacked against Rainbow’s belly and they grasped each other’s breasts. She was actually happy that Rainbow’s hadn’t grown too much, it set her apart from the rest of them.

Spike whimpered as Twilight leaned down and bit into his neck, but the sharp prick was quickly followed by the soothing poison. She gave it an extra moment to make sure before sucking down her best friend, then drained him slowly.

She pushed her cock against his behind, and he tensed up again only to squeak in confusion, both because she was strong enough to force it into his tiny tailhole and because it felt amazing. He grunted, splaying out his legs and working his hips back.

“Fuck, Twi,” grunted Spike. “None of my fantasies about you were like this, but this… fuck it’s good.”

Twilight didn’t push all the way in, else she would have easily impaled him right through his body and out his muzzle. Instead she worked him up and down on her shaft tip, pushing until she bottomed out, his body still swelling beautifully in the process.

Even going slowly, he didn’t have a lot of blood to spare, so whimpered instinctively as his heart beat it’s last. At the same time his body twitched and his cock fired off. Twilight aimed it for Fluttershy, who leaned down to open her mouth and lap at it eagerly.

“Mmm,” Fluttershy purred “I’m going to fuck so many animals. I think I might even visit the zoo and go cage-to-cage…”

When Twilight went off, there wasn’t near room inside, and Spike actually did vomit cum to release the pressure, looking stunned when the last thing he saw before death was a strangely pleasant-feeling fountain of sperm spraying from his muzzle and nose.

Spike spasmed back to movement as quickly as he stopped afterward, panting once again and looking up at Twilight. She winked, tugging him off her shaft with a lewd pop, like pulling a cork from a bottle letting the extra cum wash out.

“W-what just happened?” Spike panted.

“Do you care about that?” Twilight asked, turning to lay belly down on the bed, spreading her legs towards him to show her pussy nestled behind her sack. “Or this…”

Spike grinned widely, staggering over to her. In his bliss, he barely even noticed his own bat ears and tail forming, or the wings sprouting from his back. He was focused on his favorite pussy. He’d seen it many times since humans didn’t tend to care if dogs walked in on them when they were showering, and always wanted a go.

Though as a canine, he wasn’t very long-lasted either. He pushed inside, his hips exploding in a flurry of movement as he grasped her large ass, wailing on her as his sack smacked against her own. She squealed in bliss as he pumped his load into her, his shaft swelling larger than normal with his transformation and locking him inside.

“Fuuuck,” Fluttershy groaned as Rainbow gritted her teeth and came inside her pussy as well, but decided it was time to finish up.

“Let’s head to your parents room to murder them, Twilight,” said Fluttershy. “We’ll pick up Shining and Cadance on the way, they should be completely transformed now and knowing them have spent this whole time using their new stamina on one another’s cunt.”

“Cunts?” Spike panted.

“Yes, like yours,” Fluttershy winked, pushing a finger into his, having formed without him noticing.

“Wow…” Spike blinked. “Pretty cool…”

“Can I wait for Spike to unknot-” Twilight started.

“No,” smirked Fluttershy.

8. Flutterbat and Milf

They found Shining and Cadance boning like rabbits as they expected. Being killed or even cucked wasn’t enough to stop their obsession. Cadance had Shining bent over a desk ramming his cunt, but all three of both their holes were dribbling seed. Both were fully fully transformed, and Shining had indeed done some growth in the dick area, even if it was still no Fluttercock.

“Oh hello,” panted Cadance when Fluttershy opened the door. “Done murdering your friends? You know, this new stamina is to die for.”

“Hay Mistress, hey Twilly,” grinned Shining, “Hey Twilly’s friends I’m gonna all fuck eventually…“ he then laughed with a snort. “Did you fuck your dog, sis?”

“Ugh, yes,” Twilight rolled her eyes, Spike still clinging to her bottom as he’d tied his knot in her cunt.

“Yeah, fuck you too,” Spike rolled his eyes. “Literally, my cock has your name on it next, smartass… no homo.”

“Come on now, you two,” smiled Fluttershy. “We’re going to get the milf and filf now. Keep in mind, I get to impregnate them first.” She peered at Shining, knowing he’d want to knock up his mom, but that’d have to wait for the next round of pregnancies.

“Sure, I’m up for killing Mom and Dad,” grinned Shining.

“We should probably finish this chapter,” pointed out Pinkie. “I think the fanfic author is scraping the bottom of the barrel on punning Batman movie titles as chapter names. I never even heard of a few of those.”

“Sure,” smirked Fluttershy, even now knowing not to question Pinkie. She turned to the other side of the hall and put a claw on the door. “Actually, let’s have some fun with this instead of just charging in. Twilight and Shining, dial back your physical changes for a bit.”

“We can do that?’ asked Twilight.

“Probably?” shrugged Fluttershy, putting her ear to the bedroom door. “And Twilight, get Spike out of your cunt.”

“You know,” Night Light commented, lying in bed next to his wife. “I still haven’t seen Twilight with a guy friend. I wonder if she’s a lesbian. Wouldn’t it be hot to have a lesbian daughter?”

“Oh you,” chuckled Velvet. “But wouldn’t that hurt your little fantasy where I pretend to be her during sex? Such a perv.”

“As if you haven’t asked me to pretend to be Shining,” snorted Night. “Hmm… maybe Twilight could hook up with that pink cum bucket she hangs out with. She’s probably bi.”

Velvet rolled her eyes. “Still can’t believe I walked in on you earlier boning her face down in a bowl of candy. That girl is half our age.”

“Tsk,” Night winked. “You say it like you weren’t licking a smushed cupcake out of her pussy minutes later.”

“Mm,” sighed Velvet. “We should ask her to slip by sometime the kids aren’t home for something more than a quickie. I’ll take her aside before she leaves tomorrow morning and set something up, but for now I’m getting a shower.”

“Check her ID to make sure we didn’t break the law earlier,” sighed Night, sounding disappointed that Velvet was showering instead of jumping him. “I’ll get to sleep I guess.”

Velvet headed to the shower, teasing her husband just a bit more by leaving a trail of her clothes from the bed to their bathroom’s door. She shook her bottom at him once more, sticking her tongue out before closing it. A minute later, he could hear the shower noises from within. He sighed and closed his eyes, trying his best to sleep.

Night covered his head and tried to doze quickly, but his wife shaking her rump at him had given him a boner and it wouldn’t quit. He really hoped that she planned on sating it when she got out.

Earlier than he expected, he felt someone crawling into his bed. Rather than curling up under the blanket to sleep, he felt her pulling the cover off of him, which generally meant she wanted to get busy. Night opened his eyes, grinning at his… daughter?

He rubbed his eyes to make sure of what he was seeing, but it was in fact his daughter and not just Velvet in her Sparkle cosplay. What’s more, she was buck naked and crawling into bed with him. She didn’t say a word, instead reaching for his underwear, the only thing he had on, and tugging them down, licking her lips at his shaft. As she crawled closer, his eyes focused on her breasts, which seemed a bit larger than he remembered. Was he having a dream? It was a damn good one.

“Hello, Daddy,” Twilight purred, groping and running her tongue up the side of the shaft that planted her.

“H-hey sweetheart,” panted Night.

“Hey, Dad,” Shining added, making Night jump.

Night was so focused on his daughter’s body that he didn’t see Shining crawl up behind her. He sure heard it though when Shining pushed his shaft into Twilight from behind. He grasped her bottom, smirking at Night as their bodies began to slap together.

“Y-you’re fucking…” Night said as if it wasn’t obvious to them.

“Mm-hm,” Twilight said, slowly coiling her tongue around Night’s shaft.

When it rolled out of her mouth far enough to curl around his shaft four times, he was more certain that it was a dream. She slurped loudly, her saliva glistening reddish on his shaft as two sharp fangs protruded from her mouth, gliding over the length of his shaft just enough to ticklet.

“Oops,” drooled Twilight. “I don’t think I was supposed to show my teeth yet. I hope Mistress isn’t upset.”

“As long as she gets to knock him up,” smirked Shining.

As Twilight slurped his shaft once more and crawled further up onto him, Night was positive it was a dream, but it was one he was going to enjoy, so grasped his daughter’s hips once he could, lifting her up and grinning and the sight of his son’s throbbing shaft penetrating his daughter’s juicy pussy, her wetness drooling down his balls.

“Your fiancée okay with this, son?” Night asked playfully. “I suppose she is… I wonder if you’ll ever find out that she rode your old man’s shaft in your own bed.”

“Guess I just did,” smirked Shining. “So she cheated on me with my own father. That’s… kinda hot.” Shining pulled back as Twilight straddled night, pulling from her pussy and pushing into her tight ass instead. The fluid poured from her pussy onto Night’s twitching shaft as Shining pushed wetly into her posterior.

“Told you he’d think it was a dream,” purred Twilight. “But goodness Cadance, didn’t know you were that much of a slut.”

Twilight grasped Night’s shaft with one hand, grasping his chest with another as she held his tip to her pussy. Even as Shining continued to pound her ass, she pushed herself down shamelessly onto the shaft that planted her. Night felt shivers slide through him, the younger hole pulsing around him the same way his wife’s did.

“Not like he’s the first guy I cheated on you with,” Cadance’s voice made Night jerk a bit, but he realized that she was crawling up onto the bed next to his head. “Nor the last, but I won’t bother hiding it anymore, you cuckold.”

“That’s my girl,” grinned Shining.

As Twilight’s pussy twitched around his shaft, Night started to consider that this felt way too good to just be a dream. Though the thing that convinced him was when Shining tugged free of Twilight’s behind, slathered his shaft up again in her drooling pussy juice, then pressed into Night’s instead.

Night squealed more than he meant to, but took it well enough due to Velvet’s strap-on fetish. Shining grinned widely when he realized how easily it was going in and began pumping just as violently as Twilight bounced up and down on his shaft.

“Damn, Dad,” Shining smirked. “You take it up the bum as well as Cadance does.”

“Shit, this isn’t a dream,” Night panted. “Velvet’s going to walk in on this and… be really happy. Wait… what did you say about impregnating me before?”

“Mom’s busy at the moment,” smirked Twilight. “But she’ll be out.”

“But first, I’ll be in,” Cadance purred, sitting up next to him on her knees, a thick throbbing shaft flopping out into his face. Now that was a surprise.

“Damn, son, I thought you had good taste in women,” Night said. “Now I know you have excellent tastes.”

Cadance smirked, not wasting any time before she straddled his chest, pushing his shaft to his throat and holding his head. The meat seemed almost prehensile as she stuffed his throat, stretching out his neck as she forced it in more than he’d ever had before, yet the hotness of the moment kept him from struggling.

“Damn it, Spike,” Shining smirked out of nowhere.

“Hey, I said you were next for my dick, slut,” came Spike’s voice from behind Shining. “So you’re fucking next.”

Meanwhile, Velvet was in the shower, pondering if she might want to jump her husband’s bones that night after all. When she heard the door open, at first she assumed that he’d decided to take initiative and jump her in there.

“Couldn’t wait for me to get back?” Velvet called out of the shower as she soaped up. “Maybe the thought of all those hot teens in nighties got you riled up? Come on-”

“Hi!” Pinkie was in her face before she could finish, hanging upside down from the ceiling. Velvet squeaked and slid backwards in the shower, and probably would have smashed her head into something had someone else not caught her.

“Still not sure how you did this before you were a bat,” added Sunset, also hanging upside down it seemed.

Her first instinct was that Night had caught her, and that he’d brought some of the teens in here to three-or-moresome, which Velvet wouldn’t have minded. However, whoever caught her had a pair of large things on their front that Night definitely didn’t. She turned, blinking as she beheld Twilight’s yellow hippie friend, butt nakked, with wings, tail, and… other changes.

“What the…” squeaked Velvet.

“Oh, did I startled you?” giggled Fluttershy. “Oh my, you are a hot milf.”

Fluttershy reached out to grope at one of Velvet’s breasts, and she was too shocked to stop her. She tensed up as others moved into the shower with them, and suddenly it was very crowded, seeming to contain all of Twilight’s friends, all with the same strange changes and throbbing erections.

“Uh, where’s Twilight?” Velvet sputtered, trying hard not to look at their lower portions. They were… really nice though.

“She and her bro are fuckin’ yer husband,” said Applejack. “Just normal family stuff. Ah think Cadance is helpin’.”

“You have quite the womanhood, Miss Velvet,” Rarity smirked as she knelt in front of Velvet. Velvet shivered as she ran her tongue over her slit. “I certainly wouldn’t know that it’d squeezed out a few if I hadn’t seen them myself.”

“I’m gonna knock that hot puss up,” Fluttershy churred, coming closer and squeezing both breasts.

Rainbow pinned her from behind as well, strong arms gripping her from behind as Rainbow flopped her own shaft onto her behind. AJ and Rarity were now both kneeling, taking turns lapping at her pussy and each other’s face, as Pinkie continued to hang upside down, but moved to smack her own shaft against Velvet’s face. She wasn’t even sure how the girl was staying up there.

“What is… going on?” Velvet laughed, unable to do anything else with the strange sudden happening in her shower. “Also sweetheart, sorry to say, I’m on birth control.”

“Mm, you’d be surprised how little that will matter when I’m involved,” Fluttershy grinned toothily, very much so as she ran her fangs along Velvet’s neck. “But you’re not screaming. Is that consent?”

“Oh hell, why not,” chuckled Velvet. “Though given the choice, I’d have been the ones the family got first…”

“Oh, you’ll have more fun fucking them when this is done, believe me,” Sunset grinned. “I mean, I was iffy about growing a dick at first, but it turned out great! And it’s bigger than the one I had as a demon.”

“You’re ready to fuck us just like that though?” smirked Rainbow. “I didn’t know you were this much of a slut.” Of course her throbbing erection against Velvet’s behind wasn’t complaining.

“I know, isn’t she great?” giggled Pinkie.

Velvet still had no idea what was going on, but she knew she wouldn’t be able to say no to getting gangbanged by a bunch of hormone-driven high-schoolers, so didn’t bother trying to resist. Besides, if what they said was happening to Night was, he was far too happy to care who was putting their dick in his wife or how little sense it made.

“These beautiful child-bearing hips,” purred Rarity, sliding a hand go Fluttershy’s schlong and pushing it to Velvet’s entry.

“They’re gonna have a whole bunch more now,” AJ growled, grasping Rainbow’s shaft, tickling it up and down as she pushed it against Velvet’s posterior.

“Gods you girls are hot,” panted Velvet, slurping at Pinkie’s shaft. “You can fuck me to death for all I care.”

“Funny you should say that,” purred Fluttershy.

“Fuck yeah,” Rainbow growled against the back of her head. “My first whatever-it-is-we’re-doing, gonna cum so hard as this milf dies.”

Velvet figured the silly girls were joking until she felt Fluttershy glide her fangs against her neck, Rainbow doing the same to the other side. She squeaked slightly when they both bit down at once, feeling the fangs dig into her flesh, but feeling oddly no more than a pinch. Somehow, it didn’t seem that frightening even as she felt her blood guzzled.

Of course, having her holes stuffed helped. It’d been so long since she’d been fucked three-in-one, and she missed her younger cum-slut days when she got it so regularly. On top of that, she was sure Fluttershy was the largest dick she’d ever had stretching out her baby blaster, and Rainbow’s meat pushing her rear hole open wasn’t far behind it.

She tried to moan only to gag when Pinkie shoved her own cock into her neck, and instead felt her throat bulge against the two girls sucking on it. Sunset joined in, and Velvet was surprised that she took both of their cocks down her throat without more difficulty, given she hadn’t done that since college.

“By the way, darling,” Rarity said as she slurped at Fluttershy’s swinging ballsack, grinding her thumb against Velvet’s clit. “We’re not killing you ‘dead’ dead; you’ll still be animate.”

“Huh,” AJ chuckled as she slurped at Rainbow’s sack. “She didn’t struggle even when we forgot to tell her that part.”

“Who would think Twi’s mom was such a kinky bitch?” Pinkie giggled.

Velvet honestly hadn’t even thought about that; the situation was just too sexy not to dive into, but it’d explain why this Fluttershy girl’s chest felt so chilly even under the flow of warm water in the shower. She might have thought it was a dream, but she already had a daughter that could use telekinesis and a talking dog, so this wasn’t actually so unbelievable.

As she got dizzier from blood loss, it seemed the pounding flesh inside her only became more pleasurable. Even the penetration of their fangs into her flesh began to feel amazing, almost like they were replacing her blood with aphrodisiac. She tried her best to flex her hips back and forth, but in the end was just stuck in the middle of violent pelvis ping-pong. Pinkie and Sunset let her breathe less and less, but she more and more felt like it wasn’t important.

When she finally popped, it had to be the biggest climax she’d ever had, her whole body flying into blissful seizures. She felt the warmth of spunk blasted into her, as hot as Fluttershy was cold, pumping her womb and behind full enough that her gut swelled. She gulped down Pinkie and Sunset’s together as well, working her tongue against the pulsating meats for as long as she could before she passed out.

A moment later, she was awake again and panting as they slowly withdrew their equipment. Before she could speak again, she was overcome with another thrill, at first thinking she was spontaneously creaming herself again, but instead it was that her body was stretching and morphing into a creature much like them. She even reached a hand down to feel her own thick meat growing hard.

“Mm,” Fluttershy purred. “The transformations take no time at all now, though maybe I should try to slow them down in some cases for fun.”

“Damn,” Velvet panted. “I’m going to peg my slut husband so hard with this.”

Fluttershy returned to the bedroom at the perfect time. Her thralls using Nightly had all returned to their full forms and were going at it full blast.

Twilight was riding her father’s shaft, stroking her own as she did so, arching her back and groaning as she came. Twilight could see her cunt juice gushing over his shaft, but her own shaft exploded too all over Cadance’s front as she creamed a load into Night’s throat from the other end.

At the same time, Shining was creaming one into his daddy’s asshole, though mostly grasping Twilight’s behind as he did so. Spike was rather humorously latched onto Shining’s behind, going for a second knotting, hind legs kicking and eyes rolled back as he whimpered and drooled.

“Would you mind fucking your son while I murder your husband, Miss Velvet?” Fluttershy asked.

Velvet was on it before Fluttershy finished the sentence, yanking Shining from his current position and onto the floor, Spike coming with him. “Your dick in all Mommy’s holes, right now.”

“Oh I got a dick for you too, Mom,” purred Twilight, pulling herself off of Night and flopping onto the floor with them.

“Aw, how cute,” Fluttershy purred.

The entire room was more or less at constant orgy state by this point, but Fluttershy concentrated on the one fresh new pussy she hadn’t knocked up yet. Night looked up at her on the bed, wide-eyed and pretty exhausted after having been in a four-way with no conversion to perk him up afterward.

“I’m gonna fuck a baby into you so hard,” Fluttershy purred as she crawled up onto the bed with him.

“Uh, really?” Night seemed unsure. “I don’t think I have the parts for that.... And were you this assertive before?”

“Oh you will,” growled Fluttershy, then added more timidly. “Oh, I’m sorry, was I being rude?”

That didn’t stop her from grabbing his hips and slamming her shaft balls deep. Even after a good fucking from Shining, her thicker meat made Night’s eyes widen. As he watched in a strange mix of delight and horror, the vampire doubled herself over and, rather than going for his neck, slurped his shaft into her mouth. He shivered at the feel of fangs on his dick.

“Shit, this is gonna hurt,” Night clenched his teeth.

She didn’t bother answering. Instead she showed him as she sank her fangs into the base of his shaft, tongue still working at his length as she swallowed around it to keep him hard and flowing. He shrieked at first, expecting the pinch to be followed by agony, but instead devolved into a moaning fit when he realized how amazing it felt.

To her delight, Fluttershy found that she could drain him significantly faster this way than biting his neck, so she’d note that for further use. It wasn’t long though before she got help. Rarity and Applejack, even while the former was plowing the later, latched onto either side of his neck, while Pinkie and Rainbow bit down on either of his wrists. By that point, he only squeaked in delight at each new set of fangs sinking into his flesh.

Fluttershy held herself back as she drained him, careful not to cream in him as he died as she normally did. It took a tremendous amount of effort, but she managed to wait until she could pull out of his behind and push into the delightful baby maker forming beneath his balls. He squealed even louder than before as she rammed home in one thrust, pushing into the womb he hadn’t had seconds earlier.

The second she was in, she was pumping the fresh womb full of her seed, finally completing her goal of knocking up every cunt in the house. It did briefly occur to her that she’d need a whole nursery just to take care of all her own children, but she would have plenty of help from her minions.

“Mmm, this is just the start,” purred Fluttershy as she withdrew, the room full still with the sound of wet slapping flesh as the orgy raged around her. “When we head back to school… I have so many friends I want to show this to.”

“Twilight and friends in the other world too,” suggested Sunset helpfully.

“Oh yes,” Fluttershy nodded. “We have a lot of work to do, and a lot of holes to fuck.”