The Flutterbat

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.